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Registered number: 02995518
KLUMAN AND BALTER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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KLUMAN AND BALTER LIMITED
COMPANY INFORMATION
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R Argo (resigned 2 July 2026)
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T Brown (appointed 16 December 2025)
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M Gratton (resigned 22 December 2025)
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L Watson (appointed 1 July 2026)
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KLUMAN AND BALTER LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the financial year ended 31 December 2025.
Kluman and Balter delivered a performance in 2025 in line with the directors' expectations. In an environment that has continued to see much economic uncertainty and challenging macroeconomic conditions, the Kluman and Balter business model has again proved to be resilient.
Many of the challenges seen in 2024 have continued through 2025 placing a strain upon society, industry and supply chains which weighed negatively on consumer confidence. The shifting landscape of UK retail saw some impact on product range which affected sales volumes and profitability. Volatility across key commodities continued through 2025 and is predicted to continue into 2026. Kluman and Balter responded well to these headwinds albeit there was some impact to volumes and profitability within a challenging UK wholesale market.
In addition, UK inflation remained above the Bank of England's 2% target, which continued to place a strain on costs.
In light of these challenges Kluman and Balter recorded a reduction in gross profit to £11,956,000 (2024 - £13,290,000) which represented a year-on-year decrease of 10.04%. Operating EBITDA decreased by 31.04% to £3,363,000 (2024 - £4,877,000). The definition and calculations supporting Operating EBITDA can be found on page 3.
The directors are satisfied with the results achieved in 2025. Due to our robust business model, we were able to supply our customers to the usual standard of reliability. Reliability that is due especially to the untiring efforts and outstanding performance of our employees. Their expertise and commitment enabled Kluman and Balter to act quickly, find creative solutions and overcome all challenges faced.
The directors are satisfied with the net asset position of the Company at the year end as disclosed on page 18.
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES
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In addition to the factors described elsewhere in this Annual Report, the following are the most significant known factors, risks and uncertainties that would impact the Company.
Economic environment and political stability
Economic downturns may have a negative impact on the sales and gross profit of the Company.
Kluman and Balter continued to operate in a challenging market environment in 2025. Global conditions were shaped by ongoing geopolitical uncertainties, such as the war in Ukraine and the Middle East conflict. These conditions were a cause of uncertainty in business activities across industries and, particularly in Europe, resulted in a slow economic growth.
In the UK, inflation remained high and businesses have been under pressure to raise prices in order to mitigate significant cost increases. In addition, businesses are under pressure to offer higher wages in order to attract the best candidates.
We anticipate that the challenging economic conditions will persist into 2026. However, the Company is well placed to deal with such challenges, due to its long-standing relationships with its suppliers and customers and broad, diversified range of products.
Operational risks
As a distributor, the Company is exposed to the risk of interruptions to business, quality problems or unexpected technical difficulties. Risks may arise if the products purchased and delivered to customers do not meet the specified and agreed quality. However, the Company has procedures in place which provide a good level of assurance that products are purchased from reliable sources and are of appropriate quality. In addition, the Company has taken out appropriate business interruption insurance to further mitigate the risk of potential business interruptions.
Another key risk to the Company would be a change in supplier trading arrangements. The directors ensure appropriate terms of trade are negotiated with both suppliers and customers and are reviewed on a regular basis.
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
KEY PERFORMANCE INDICATORS
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The Company has a number of performance indicators which measure operational performance. Aside from
pure financial performance there are measures of health and safety and customer service performance such as
on time in full statistics. Those considered key to the Company are set out below.
Financial KPIs
The Company's key financial performance indicators in the year were:
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Operating EBITDA, calculated as below:
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Whereas for manufacturing companies sales play a key role, for us as a distributor, gross profit is a more important factor for assessing the long term success of our business. Our goal is for the growth to exceed macroeconomic benchmarks. Our performance against these metrics is discussed on page 1.
Another key operating indicator and measure of financial performance for the Company is Operating EBITDA. The indicator is key, as it reflects the performance of our business operations and is a fundamental component of cash flow. Operating EBITDA is operating profit as recorded in the Statement of Comprehensive Income plus any depreciation or amortisation charge. Our aim is to continually grow Operating EBITDA through the business cycle.
Gross profit and EBITDA fell in 2025, however the Company has achieved excellent growth in both gross profit and Operating EBITDA over recent years despite the challenging economic environment, showing further evidence of the resilience of the Kluman and Balter business model.
Non-financial KPIs
For the Company, nothing has a higher priority than the health and safety of our staff and ensuring that we carry out our operations free of incidents, therefore it considers its key non financial indicator to be the number of lost time injuries incurred. Accidents at work and similar occurrences are recorded and evaluated centrally according to the Brenntag Group standard reporting system. Key lessons learned from any incidents are reported throughout the entire Brenntag Group (that is of the ultimate parent, Brenntag SE) and it is the Group's policy to continually improve its processes and safety culture. The directors have reported that during the year there were no lost time injuries (2024: nil).
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
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Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the Company for the benefit of its shareholders whilst having regard to matters set out in S172(1) (a-f) of the Act:
(a) the likely long term consequences of decisions;
(b) the interest of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business and conduct; and
(f) the need to act fairly as between the Company’s owners.
To discharge their section 172(1) duties the Board have had regard to the factors set out above and acknowledge that for the business to grow over the long term, a full understanding of the Company’s stakeholders is required to ensure that the Board can make informed decisions which factor in stakeholder interest.
All board decisions made during the year were made to promote the long-term success of the Company and were in line with the strategic goals and objectives of the Group, with consideration given to the impact on the Company's stakeholders when making routine decisions. No significant strategic decisions were required during the year.
Stakeholder engagement
The Board consider its significant stakeholder groups to be:
(i) Customers and suppliers
The Company is part of the Brenntag Group, the global market leader in chemical and ingredient distribution. Brenntag’s aim is to connect chemical manufacturers (our suppliers) with chemical users (our customers) providing a complete distribution solution rather than just chemical products.
Brenntag's business partners and other stakeholders deserve the highest level of quality, reliability and efficient, innovative solutions. In order to meet these standards, Brenntag Group use five core values to guide its actions:
∙Care – We take responsibility for each other, our partners and the world;
∙Trust – We build relationships through authenticity and commitment;
∙Clarity – We work towards common goals with focus and determination;
∙Excellence – We go beyond expectations, through excellence, innovation and collaboration;
∙Safety – We put safety first in everything we do.
Brenntag provides its business partners with in-depth product, application and industry expertise. The Company is able to address the different requirements of its suppliers and customers flexibly and with the focus on providing the right solution because we have experts and specialists for all customer industries in which we operate. Our experts share their knowledge of local conditions and the specific applications of our products, thereby creating real added-value for our partners.
As part of the Brenntag Group, the Company has access to a global supply network whilst maintaining a unique
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
local depot network – this ensures that the Company is well placed to meet its business partners’ diverse requirements.
The Company’s business partners are vital to ensuring the long term success of the Company, this principle remains unchanged and as a business we constantly review our business model with a view to leveraging further potential.
(ii) Employees
Our employees, with their expertise and dedication, play a key role in the Company’s success and long term prospects. As part of the Brenntag Group, the Company follows the Brenntag global human resources strategy. A key part of this strategy is to promote employee retention and development at every level. We encourage open dialogue, allowing employees to play a part in shaping the Company and foster a change and performance culture.
Keeping our employees safe is of the upmost importance for Brenntag. Throughout the Group, Brenntag operates in accordance with the “Safety First” principle, relying strongly on personal commitment and responsibility. Brenntag uses various methods to continuously raise employee awareness of occupational health and safety. Training is carried out regularly and best practice is constantly reviewed and rolled out across the Company.
Diversity at Brenntag encompasses several aspects, such as employees’ different cultural backgrounds, qualifications and needs. Through the exchange of knowledge, ideas and experience, diversity makes a decisive contribution to Brenntag’s success. The Company wishes to foster this exchange and further increase the diversity of the workforce so as to create a cosmopolitan work culture and a dynamic work environment where all employees can learn from one another.
Brenntag wishes to develop its employees according to their talents and qualifications. Across all levels of the Company and at all sites, it establishes a culture of learning and gives employees numerous opportunities to develop professionally and personally. The individual and continuous support given to our employees accords with Brenntag’s corporate values. In this context, the Company places emphasis on development measures and a feedback culture at all levels that is also part of the training programs. Brenntag offers learning programs aimed at different target groups within the organisation.
The internal online group portal supports and promotes the flow of information, communication and cooperation between Brenntag Group employees. The platform brings together Brenntag Group employees and facilitates the sharing of information, experiences and best practice methods. Throughout the Group, Brenntag places emphasis on agile and flexible working. The Company has implemented flexible working arrangements for employees provided this is compatible with their job profile.
During the year the Company also participated in the Brenntag global e-learning programme, which offers flexible and digital-based training on specific professional skills and regional compliance. The programme aims to foster a culture of autonomous learning.
(iii) Shareholders
Brenntag Group policies and procedures ensure that the Board constantly engages with its ultimate parent company Brenntag SE, which promotes and maintains consistently high standards of current, relevant, compliance. Brenntag SE’s representatives are actively involved in decisions relating to strategy, operational performance, capital investments and financial structure and their input is factored into all such decisions.
(iv) The community and environment
As part of the Brenntag Group, the consideration of the impact on the community and environment is taken at Group level. Kluman and Balter is fully aligned to the Group's strategy. Further details are available in the Group Sustainability Statement of the ultimate parent company Brenntag SE which is available on the Group’s website
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KLUMAN AND BALTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
at https://corporate.brenntag .com/en/sustainability /.
ESG is a top priority in Brenntag’s activities and an essential part of our growth strategy. As global market leader, we have undertaken to promote a sustainable future. The Group published the “Future Sustainable Brenntag” strategy and vision in April 2022, and set an ambitious ESG agenda. This includes achieving net-zero emissions by 2045, increasing the extent to which we use sustainability criteria to steer our product portfolio and driving sustainability in our supply chains.
Details of the Company’s greenhouse gas emissions, energy consumption and energy efficiency actions can be found on pages 10 and 11.
The Company continued to participate in the “Brenntag Giving” programme. This programme is operated at a Brenntag UK & Ireland group level and involves each month a site being selected whose employees can choose a good cause or registered charity who should receive a donation from Brenntag. From November 2020, the Brenntag Giving program was expanded to link it to our Voice of the Customer programme. For every Voice of the Customer survey completed the Company now makes a donation to a Brenntag Giving charity chosen by our employees.
The Company continued to allow its employees to take time off work so they can support a charitable organisation in the local community.
Developments during the year
In 2025 Brenntag Group forged ahead with the “Strategy to Win” initiative, which was originally introduced in late 2022. This strategy, which builds upon the foundations laid by “Project Brenntag”, involves individual growth plans for the Brenntag Specialties and Brenntag Essentials divisions. Kluman and Balter are part of the Brenntag Specialties division. Applying these divisional strategies and leveraging our Company’s global footprint and fundamental strengths, we will further develop the differentiated profiles of our two divisions to propel their growth above the market growth rate. We aim to do so by serving our business partners and stakeholders faster, better and more comprehensively by focusing even more closely on their specific changing requirements.
The Board made a number of key decisions on behalf of the Company during the year and throughout the decision-making process considered the impact on the Company's stakeholders. The Company's ultimate parent company, Brenntag SE, is actively involved in all such decisions through a comprehensive formal approval process. The principal decisions included:
∙The approval of an interim dividend payment to its immediate parent of £1,500,000 (2024 - £6,000,000). The Board considered the long-term consequences of paying up its distributable reserves and considered on balance it was in the best interests of its stakeholders as a whole.
This report was approved and authorised for issue by the Board on 18 August 2026 and signed on its behalf.
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the for the year ended 31 December 2025.
DIRECTORS' RESPONSIBILITIES STATEMENT
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The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing the financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙state whether applicable UK Accounting Standards have been followed;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statement on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The results for the year are reviewed in the Strategic Report on page 1. The profit for the year, after taxation, amounted to £2,403,000 (2024 - £3,598,000).
Interim dividends were paid during the year totalling £1,500,000 (2024 - £6,000,000). The directors do not recommend the payment of a final dividend.
The directors of the Company who were in office during the year and up to the date of signing the financial statements were:
R Argo (resigned 2 July 2026)
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T Brown (appointed 16 December 2025)
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M Gratton (resigned 22 December 2025)
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company made no donations to charitable organisations during the year (2024 - £757). No political donations were made during the year (2024 - £nil).
FINANCIAL RISK MANAGEMENT
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Currency risk
Currency risk at a transactional level is managed through the regular forecasting of future currency flows and the
application of hedging products such as forward contracts where applicable.
Liquidity risk
Management control liquidity risk through the careful management of all aspects of the Company's cash flows and the safe investment of cash assets.
Price risk
The Company constantly reviews both its own and supplier prices and where appropriate endeavours to build flexibility into contractual relationships in order to mitigate the effects of price volatility.
Credit risk
The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is subject to limits which are reassessed regularly by the management and further mitigated by credit insurance.
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are satisfied with the Company's performance and anticipate continued success in the future through its robust strategies as discussed in the Business Review in the Strategic Report. As a result there are no plans to change the Company's activities in the foreseeable future.
EMPLOYEE INVOLVEMENT
The Directors systematically provide employees with information on matters of concern to them, consult them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests.
Employee involvement in the Company is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Company plays a major role in maintaining its performance.
The Directors encourage the involvement of employees by means of in-house newsletters, intranet, briefing and focus groups and the distribution of the Company's annual results.
DISABLED EMPLOYEES
The Company is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Company gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Company. If members of staff become disabled the Company continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary.
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
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Qualifying third party indemnity insurance was in place for the benefit of all of the directors of the Company during the year and up to the date of signing the financial statements.
MATTERS COVERED IN THE STRATEGIC REPORT
The directors have elected under section 414c of the Companies Act 2006 not to disclose the following information on the basis that it is covered in the Strategic Report on pages 4 to 6:
∙Engagement with suppliers, customers & others
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION
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The Company's carbon footprint across Scopes 1 and 2, together with an appropriate intensity ratio and total energy consumption for the financial year are set out below:
Greenhouse gas (GHG) emissions
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Scope 1 (in tonnes of CO2 equivalent)
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Scope 2 (in tonnes of CO2 equivalent)
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Total GHG emissions (in tonnes of CO2 equivalent)
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Scope 1 - Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel in stationary sources and for the purposes of transport in Company-owned/operated vehicles.
Scope 2 - Emissions resulting from the purchase of electricity by the Company for its own use.
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Total energy consumption (kWh)
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The methodology used to calculate our GHG emissions is the Greenhouse Gas Protocol Corporate Standard, we have worked with external consultants to give us an up to date picture of our carbon footprint and to validate our GHG disclosures for the financial year.
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Energy efficiency action
The Company has engaged with external consultants to help create and implement a comprehensive energy and environmental policy, which will aim to set sustained and achievable targets to reduce our carbon emissions year on year. The responsibility for the GHG strategy and action plan has been assigned to the executive management team.
As part of the Brenntag UK & Ireland Group, the Company will continue to explore and implement measures that were highlighted in the Group's ESOS phase 1 and 2 assessments, including AC optimisation, LED upgrades and controls, secondary metering and monitoring, power management, renewable energy sources and more energy efficient working practices.
As a distributor, a significant proportion of our carbon footprint comes from our own fleet of vehicles. To keep fuel consumption and harmful emissions to a minimum, transport is planned and optimised to avoid unnecessary trips and to make the trips taken by our vehicles as efficient as possible. The Company employs telematics in order to optimise the use of the fleet, these on board units facilitate safe and eco-efficient driving.
Further details of Brenntag's global consideration of its impact on the environment can be found on pages 5 and 6.
GOING CONCERN
The Company has access to considerable financial resources and has rigorous procedures for identifying,
quantifying and mitigating all aspects of risk relevant to the business.
The directors have carried out a robust assessment of the risks facing both the Company and the UK Group of
Companies of which it forms part of. The directors have prepared a sensitivity analysis to assess the Group’s
cash flows based on different scenarios including a severe downturn in the UK economy. The cash flows cover
the period to 31 December 2027 and in each scenario the UK Group of Companies maintains substantial liquidity.
In addition, the directors have received confirmation from Brenntag UK Holding Limited that financial support is in place for at least twelve months from the date of signing these financial statements.
As such the directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future, being twelve months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
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KLUMAN AND BALTER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
POST BALANCE SHEET EVENTS
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There have been no significant events affecting the Company since the year end.
DISCLOSURE OF INFORMATION TO AUDITORS
In the case of each director in office at the date the Directors' Report is approved:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
∙they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The independent auditors, Deloitte LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved and authorised for issue by the Board on 18 August 2026 and signed on its behalf.
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KLUMAN AND BALTER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KLUMAN AND BALTER LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Kluman and Balter Limited (the ‘company’):
∙give a true and fair view of the state of the company’s affairs as at 31st December 2025 and of its profit for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
∙the statement of comprehensive income;
∙the balance sheet;
∙the statement of changes in equity; and
∙the related notes 1 to 24.
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
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
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KLUMAN AND BALTER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KLUMAN AND BALTER LIMITED
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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, 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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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 considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
∙had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act 2006 and tax legislation; and
∙do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist
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KLUMAN AND BALTER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KLUMAN AND BALTER LIMITED
within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
∙reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
∙reading minutes of meetings of those charged with governance.
Report on other legal and regulatory requirements
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 the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report in respect of the following matters 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.
We have nothing to report in respect of these matters.
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.
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KLUMAN AND BALTER LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KLUMAN AND BALTER LIMITED
David Johnson, FCA (Senior statutory auditor)
David Johnson FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditors
Leeds, United Kingdom
18 August 2026
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KLUMAN AND BALTER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Profit for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
All amounts relate to continuing operations.
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The notes on pages 20 to 35 form part of these financial statements.
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KLUMAN AND BALTER LIMITED
REGISTERED NUMBER: 02995518
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Capital redemption reserve
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The financial statements on pages 17 to 35 were approved and authorised for issue by the Board on 18 August 2026 and were signed on its behalf by:
The notes on pages 20 to 35 form part of these financial statements.
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KLUMAN AND BALTER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Capital redemption reserve
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Comprehensive income for the year
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Profit for the financial year
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Dividends: Equity capital
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At 31 December 2024 and 1 January 2025
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Comprehensive income for the year
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Profit for the financial year
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Dividends: Equity capital
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The notes on pages 20 to 35 form part of these financial statements.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's principal activity is the distribution of food and bakery ingredients.
The Company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is Alpha House, Lawnswood Business Park, Redvers Close, Leeds, LS16 6QY.
2.ACCOUNTING POLICIES
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been consistently applied:
FRS 102 allows a qualifying entity certain disclosure exemptions. The Company has taken advantage of the following exemptions:
a) Under FRS 102 paragraph 1.12(b), from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, Brenntag SE, includes the Company's cash flows in its own consolidated financial statements; and
These consolidated statements are available on the Group's website at
https://annualreport .brenntag.com/en/.
b) Under FRS 102 paragraph 1.12(e), from disclosing key management personnel compensation in total.
c) Under FRS 102 paragraph 33.1A, from disclosing related party transactions with members of the same group that are wholly owned.
d) Under FRS 102 paragraphs 29.28(b) and 29.29, from disclosing information about deferred tax assets and liabilities related to Pillar Two Model Rules, on the basis that it is a qualifying entity and its ultimate parent company, Brenntag SE, includes these disclosures in its own consolidated financial statements.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company has access to considerable financial resources and has rigorous procedures for identifying, quantifying and mitigating all aspects of risk relevant to the business.
The directors have carried out a robust assessment of the risks facing both the Company and the UK Group of Companies which it forms part of. The directors have prepared a sensitivity analysis to assess the Company’s cash flows based on different scenarios including a severe downturn in the UK economy. The cashflows cover the period to 31 December 2027 and in each scenario both the Company and the UK Group of Companies maintains substantial liquidity.
In addition, the directors have received confirmation from Brenntag UK Holding Limited that financial support is in place for at least twelve months from the date of signing these financial statements
As such, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being twelve months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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Current and deferred taxation (continued)
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∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is
determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Computer software is stated at cost less accumulated amortisation. Software is amortised over its
estimated useful life of five years on a straight line basis.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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Tangible assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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Fixtures, fittings and other equipment
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
The Company has adopted Sections 11 and 12 of FRS 102 in respect of financial instruments.
(i) Financial assets
Basic financial assets, including trade, other debtors, amounts owed by group undertakings, cash
and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the transaction is measured at the present value of the future receipts
discounted at the market rate of interest. Such assets are subsequently carried at amortised cost
using the effective interest method.
At the end of each reporting period, financial assets measured at amortised cost are assessed for
objective evidence of impairment. 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 the Statement of
Comprehensive Income.
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 value would have been had the impairment not previously been
recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flow from the asset
expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are
transferred to another party or (c) despite having retained some significant risks and rewards of
ownership, control of the asset has been transferred to another party who has the practical ability to
unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade, other creditors and amounts owed to group undertakings are
initially recognised at transaction price, unless the arrangement constitutes a financing transaction,
where debt instruments are measured at the present value of the future receipts discounted at a
market rate of interest. Such liabilities are subsequently carried at amortised cost, using the effective
interest rate method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual
obligation is discharged, cancelled or expires.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Related party transactions
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The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned, as permitted under FRS 102.
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are continually evaluated and are based on historical experience and other factors that are considered to be relevant.
The directors believe that none of the critical accounting judgements or key estimation uncertainties
applied have a significant risk of causing a material adjustments to the carrying value of assets and
liabilities within the next financial year.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination, all of which has arisen from the sale of goods:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
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(Profit)/Loss on the disposal of tangible assets
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Operating lease rentals - plant and machinery
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Operating lease rentals - other
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Fees payable to the Company's auditors and their associates for the audit
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of the Company's financial statements
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Staff costs were as follows:
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In respect of their services to the Company, the directors are wholly remunerated through Brenntag UK
Limited. A corporate services recharge has been made to recharge administration costs borne by
Brenntag UK Limited on behalf of the Company, this includes £6,000 (2024 - £6,000) for directorship
costs.
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The average monthly number of employees, during the year was as follows:
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INTEREST RECEIVABLE AND SIMILAR INCOME
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Bank and other interest receivable
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of prior periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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Factors Affecting Tax Charge For The Year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 -25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments in respect of prior periods
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Total tax charge for the year
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Factors That May Affect Future Tax Charges
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Deferred taxes at the balance sheet date have been measured using the enacted corporation tax rates of 25% and are reflected in these financial statements.
The Brenntag UK Holding Group has made an assessment of the effect of Pillar Two and concluded that there is no direct financial impact related to the UK entities from the introduction of the rules.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interim dividend paid £10.00 (2024 - £39.99) per £1 ordinary share
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An interim dividend for the financial year ended 31 December 2025, in total amounting to £1,500,000 was
paid on 29 August 2025.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Short-term leasehold property
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Fixtures, fittings and other equipment
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Charge for the year on owned assets
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Finished goods and goods for resale
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Stock recognised in cost of sales during the year as an expense was £48,588,000 (2024 - £53,365,000).
Stocks are stated after provisions for impairment of £35,000 (2024 - £35,000)
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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DEBTORS: Amounts falling due within one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Trading balances are receivable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged.
Amounts owed by group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are stated in the respective loan arrangements.
Trade debtors are stated after provisions for impairment of £191,000 (2024 - £230,000).
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CREDITORS: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Trading balances are payable in line with the terms and conditions of sale (consistent with third party arrangements) and no interest is charged.
Amounts owed to group undertakings are unsecured. For non-trading balances, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost comprise cash at bank and in hand, trade debtors, amounts owed by group undertakings and other debtors.
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Financial liabilities measured at amortised cost comprise trade creditors and amounts owed to group undertakings.
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Credited to profit or loss
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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Short term timing differences
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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At 1 January 2025 and 31 December 2025
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Asset retirement
The nature of the Company's operations gives rise to obligations relating to the safe retirement and dismantling of assets at the end of their economic life. A provision is recognised as part of the initial cost of the asset and depreciated over its useful life.
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Allotted, called up and fully paid
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150,000 (2024 - 150,000) ordinary shares of £1 each
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Capital redemption reserve
The capital redemption reserve represents the nominal value of shares repurchased by the Company.
Profit and loss account
The Statement of Comprehensive Income represents cumulative distributable profits and losses net of dividends and other adjustments.
The Company operates a defined contribution pension scheme. The net assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amount to £141,000 (2024 - £131,000). There were contributions outstanding to the fund £24,000 (2024 - £24,000) at the balance sheet date.
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KLUMAN AND BALTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMMITMENTS UNDER OPERATING LEASES
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At 31 December the Company had future minimum lease payments due under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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RELATED PARTY TRANSACTIONS
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The Company is exempt under FRS 102 from disclosing related party transactions with members of the same group that are wholly owned. There have been no other related party transactions.
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The Company's immediate parent company is Brenntag UK Holding Limited which is registered in England and Wales.
The Company’s ultimate parent company and controlling entity is Brenntag SE which is incorporated in Germany.
Brenntag SE is the parent undertaking of the smallest and largest group to consolidate these financial statements at 31 December 2025. The consolidated financial statements of Brenntag SE are available from their registered office, at Messeallee 11, D-45131, Essen, Germany.
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