ACCOUNTS - Final Accounts

Operating loss

The operating loss is stated after charging:

Registered number: 01477674

P B GELATINS U.K. LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

P B GELATINS U.K. LIMITED

COMPANY INFORMATION

Directors	M Potter
	A P Bortoluzzi


Registered number	01477674


Registered office	Unit A6 Severn Road
	Treforest Industrial Estate
	Pontypridd
	CF37 5SQ


Independent auditor	Nortons Assurance Limited
	Statutory Auditor
	Second Floor
	NOW Building
	Thames Valley Park
	Reading
	RG6 1RB

P B GELATINS U.K. LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Director's Report	3 - 4
Independent Auditor's Report	5 - 8
Profit and Loss Account	9
Balance Sheet	10 - 11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 29

P B GELATINS U.K. LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for the Company for the year ended 31 December 2025.

Business review

The company is a manufacturing company and produces high quality gelatin to the market with over 90% of sales being exported mainly to Europe, Asia and the US.

The results of the Company for the year show a loss before tax of £10,269,822 (2024: £34,533,462 loss).

The European bone gelatin market currently faces significant challenges. Declining demand in the Western world, a market shift toward alternative products, and customer migration to low-cost countries is creating intense pressure on our pricing and cost structure.

The Company believes that the European bone gelatin market will continue to experience difficult market conditions. Given these ongoing challenges, combined with the need for substantial further investments to maintain an efficient production, we find the European bone gelatin business lacking any viable path forward.

Therefore, Tessenderlo Group has announced its intention to restructure its operations and consequently on November 21st 2024, the company has formally opened an information and consultation process.

The outcome was a decision to close the Treforest Manufacturing site in 2025. The financial statements have been prepared on a basis other than going concern, which the directors consider to be appropriate.

Principal risks and uncertainties

The management of the business and execution of the Tessenderlo Group NV group’s strategy; of which this Company forms a part; are subject to a number of risks. Key business risks principally relate to market competition, both from a national and International perspective.

Financial key performance indicators

The key performance indicators are considered to be revenue and operating loss. These figures are contained within the financial statements on pages 9 to 29.

Page 1

P B GELATINS U.K. LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Company

In accordance with Section 172(1) of the Companies Act 2006, the directors confirm that, throughout the financial year and in the lead-up to the decision to wind up the company, they have continued to have regard to the matters set out in Section 172(1), including the likely long-term consequences of decisions, the interests of employees, the need to foster business relationships, and the impact of operations on the community and environment.

Following a strategic review, the directors concluded that it was no longer in the best interests of the Company and its stakeholders to continue trading. The decision to wind up the company was taken after careful consideration of the financial position, market conditions, and future viability. The directors have acted in good faith and in a manner they believe would most likely promote the success of the company for the benefit of its members, recognising that success in this context meant an orderly and equitable wind-down.

Stakeholder Considerations

∙Employees: The directors engaged with employees throughout the process, providing timely communication, support, and redundancy packages in accordance with statutory and contractual obligations.

∙Creditors and Suppliers: The company has maintained open dialogue with creditors and suppliers, ensuring transparency and cooperation in settling outstanding obligations.

∙Shareholders: The board has kept shareholders informed of key developments and the rationale for winding up, including expected outcomes and timelines.

∙Community and Environment: The company has taken steps to responsibly dispose of assets and minimise environmental impact during the closure process.

Business Conduct

The directors have upheld high standards of integrity and professionalism throughout the wind-down process, ensuring compliance with legal and regulatory requirements and safeguarding stakeholder interests.

This report was approved by the board and signed on its behalf.

A P Bortoluzzi

Director

Date: 17 September 2026

Page 2

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The loss for the year, after taxation, amounted to £10,269,822 (2024 - loss £34,533,462).

Directors

The directors who served during the year were:

W Y G Poot (resigned 28 January 2025)

A P Bortoluzzi (appointed 28 January 2025)

Qualifying third-party indemnity provisions

Directors’ and officers’ insurance cover has been established for all directors to provide appropriate cover for their reasonable actions on behalf of the Company. The indemnities, which constitute a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006, were in force during the 2024 financial year and remain in force for all current and past directors of the Company.

Page 3

P B GELATINS U.K. LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The directors have shown below the Statement of Carbon Emissions. This covers Scope 1 to 2. The company has chosen tonnes per tonnes of gelatin produced as an appropriate ratio. The total amount of CO2e emissions in the 2025 financial year were 6,841 CO2e (2024: 18,013 CO2e). The total kWh used in Scope 1 & 2 emissions was 30,309,770 kWh (2024: 80,991,439 kWh).
				2025	2024

Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	6004	16299
Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport (in tonnes of CO2 equivalent)	837	1714

The Company has used the UK Government's GHG conversion factors for reporting 2025 and 2024 to calculate its carbon emissions.

During 2025, the company has not introduced any new energy efficiency measures.

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

A P Bortoluzzi

Director

Date: 17 September 2026

Page 4

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED

Opinion

We have audited the financial statements of P B Gelatins U.K. Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter - Financial statements prepared on a basis other than going concern

We draw attention to note 2.3 which explains that the directors intend to liquidate the Company and therefore do not consider to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 5

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

Opinion 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Page 6

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

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.

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:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.

• We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.

• We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage the results. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.

• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.

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

Page 7

P B GELATINS U.K. LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF P B GELATINS U.K. LIMITED (CONTINUED)

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.

Anthony Campbell (Senior Statutory Auditor)

for and on behalf of

Nortons Assurance Limited

Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

RG6 1RB

18 September 2026

Page 8

P B GELATINS U.K. LIMITED

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	37,472,804	43,140,699
Cost of sales		(40,371,417)	(42,818,446)
Gross (loss)/profit		(2,898,613)	322,253
Distribution costs		(413,843)	(477,845)
Administrative expenses		(5,646,117)	(14,250,161)
Other operating charges		-	(2,823,455)
Exceptional other operating charges		(26,948)	(15,445,461)
Operating loss	7	(8,985,521)	(32,674,669)
Interest payable and similar expenses	11	(2,657,543)	(2,895,181)
Loss before tax		(11,643,064)	(35,569,850)
Tax on loss	12	1,373,242	1,036,388
Loss for the financial year		(10,269,822)	(34,533,462)

There are no items of other comprehensive income for 2025 or 2024 other than the loss for the year. As a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 13 to 29 form part of these financial statements.

Page 9

P B GELATINS U.K. LIMITED

REGISTERED NUMBER: 01477674

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	14		3,300,040		4,191,486
			3,300,040		4,191,486
Current assets
Stocks	15	1,088,386		18,754,825
Debtors: amounts falling due within one year	16	3,109,760		10,935,002
Cash at bank and in hand	17	-		205
		4,198,146		29,690,032
Creditors: amounts falling due within one year	18	(47,496,637)		(60,967,126)
Net current liabilities			(43,298,491)		(31,277,094)
Total assets less current liabilities			(39,998,451)		(27,085,608)
Creditors: amounts falling due after more than one year	19		-		(285,891)
Provisions for liabilities
Other provisions	21	(174,520)		(2,531,650)
			(174,520)		(2,531,650)
Net liabilities			(40,172,971)		(29,903,149)

Page 10

P B GELATINS U.K. LIMITED

REGISTERED NUMBER: 01477674

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Capital and reserves
Called up share capital	22	9,825,000	9,825,000
Share premium account	23	95,000	95,000
Profit and loss account	23	(50,092,971)	(39,823,149)
		(40,172,971)	(29,903,149)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A P Bortoluzzi

Director

Date: 17 September 2026

The notes on pages 13 to 29 form part of these financial statements.

Page 11

P B GELATINS U.K. LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	9,825,000	95,000	(5,289,687)	4,630,313
Comprehensive income for the year
Loss for the year	-	-	(34,533,462)	(34,533,462)
Total comprehensive income for the year	-	-	(34,533,462)	(34,533,462)

At 1 January 2025	9,825,000	95,000	(39,823,149)	(29,903,149)
Comprehensive income for the year
Loss for the year	-	-	(10,269,822)	(10,269,822)
Total comprehensive income for the year	-	-	(10,269,822)	(10,269,822)
At 31 December 2025	9,825,000	95,000	(50,092,971)	(40,172,971)

The notes on pages 13 to 29 form part of these financial statements.

Page 12

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

PB Gelatins UK Limited, (the "Company"), is a private cmpany limited by shares, incorporated in the United Kingdom under the Companies Act are registered in Engand and Wales. The registered office and principal place of business is Unit A6 Severn Road, Treforest Industrial Estate, Pontypridd, CF37 5SQ.

The principal activity of the company during the year was the manufacture and sale of pharmaceutical, photographic and edible gelatins.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A.

This information is included in the consolidated financial statements of Tessenderlo Group nv as at 31 December 2024 and these financial statements may be obtained from Troonstraat 130 Rue du Trone,1050 Brussels.

Page 13

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

The financial statements have been prepared on a basis other than going concern, following the decision by the directors to cease operations and wind down the company. This decision was made as part of a wider restructuring plan initiated by the parent company, Tessenderlo Group, which includes the intention to wind down the company following the closure of the Treforest Manufacturing site 2025.

As a result, the financial statements do not include the usual assumptions associated with the going concern basis, such as the realisation of assets and settlement of liabilities in the normal course of business. Instead, assets have been measured at their recoverable amounts, and liabilities include provisions for expected costs associated with the closure and wind-down of operations.

The directors have received confirmation of continued financial support from Tessenderlo Chemie NV, which will enable the company to meet its obligations as they fall due during the wind-down period. Accordingly, the financial statements have been prepared on a basis other than going concern.

2.4

Revenue

Revenue is recognised in accordance with FRS 102 Section 23, which requires income to be recognised when it is probable that economic benefits will flow to the entity and the amount of revenue can be measured reliably.

The Company generates revenue from the sale of gelatine products to both third-party customers and group entities. Revenue is recognised when the significant risks and rewards of ownership have transferred to the buyer, which typically occurs upon delivery of goods in accordance with the contractual terms.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, and value added tax (VAT). For intercompany sales, revenue is recognised on the same basis, with pricing determined in accordance with the group’s transfer pricing policies.

There are no multiple-element arrangements or significant financing components in the Company’s contracts with customers. The Company does not engage in long-term service contracts or deferred payment arrangements.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Pensions

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 profit or loss 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.

Multi-employer pension plan

The Company is a member of a multi-employer plan. Where it is not possible for the Company to obtain sufficient information to enable it to account for the plan as a defined benefit plan, it accounts for the plan as a defined contribution plan.

2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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:

∙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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 15

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.11

Tangible fixed assets

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.

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:

Freehold property	-	from 5 to 30 years as appropriate
Plant and machinery	-	from 5 to 30 years as appropriate
Motor vehicles	-	from 3 to 5 years as appropriate

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 profit or loss.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 16

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Stocks

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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 profit or loss.

2.14

Debtors

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

2.15

Cash and cash equivalents

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.

2.16

Creditors

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

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are

Page 17

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 18

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The Company made estimates and assumptions concerning the future of the business in 2024. The resulting accounting estimates, by definition, seldom equal the related actual amounts. The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the current financial year are addressed below. No such judgements remain present in 2025.

Impairment of stocks
In 2024 the Company assessed the recoverable amount of inventories based on estimated net realisable value under the liquidation basis of accounting. This involved significant judgement in estimating the likely proceeds from the disposal of inventory in a non-operational context, taking into account the market conditions, obsolescence, and the costs of disposal. A provision of £7,772,317 was recognised to reflect the impairment of inventories.

Impairment of Property, Plant and Equipment and Intangible Assets
In 2024, under the liquidation basis, the carrying amounts of tangible and intangible fixed assets were reviewed for impairment. The recoverable amounts were determined based on estimated realisable values, which required judgement in assessing the condition of the assets, their marketability, and the costs associated with their disposal. As a result, impairment provisions of £5,055,297 for property, plant and equipment and £86,197 for intangible assets were recognised.

Provision for Redundancy Costs
In 2024, a provision of £1,326,610 was recognised for redundancy costs arising from the cessation of the Company’s operations. The provision was based on management’s best estimate of the obligations at the reporting date, taking into account contractual and statutory entitlements, notice periods, and consultations with affected employees. The timing and amount of the actual outflows are subject to uncertainty depending on the progress of the liquidation process. No employees remained in the business at the year end.

Provision for Closure Costs
In 2024, the Company recognised a provision of £1,205,040 for closure costs, which included professional fees, contract termination penalties, and other costs directly attributable to the winding down of operations. The estimation of these costs involved significant judgement, particularly in assessing the extent of contractual obligations and the timing of settlement. These estimates were based on the best information available at the reporting date and were subject to change as the liquidation progressed.

Page 19

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Sales of goods	6,097,244	9,024,459
Intercompany sales of goods	31,375,560	34,116,240
	37,472,804	43,140,699

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	5,907,796	6,795,909
Europe	26,444,627	20,674,880
Rest of the world	5,120,381	15,669,910
	37,472,804	43,140,699

5.	Other operating charges
		2025	2024
		£	£

Provision for loss due to fire	-	9,429,175
Insurance reimbursements	-	(6,109,480)
Others	-	(496,240)
	-	2,823,455

On 24 January 2024, a fire occurred at a warehouse operated by a third party, which held inventory belonging to the company. The affected inventory was fully provided for, except for a small quantity of items that were recoverable and could be sold for glue production. As a result of the incident, a net expense of £9,429,175 was recognised in the profit and loss account. Subsequently, during the year, the company received insurance reimbursements totalling £6,109,480 in relation to the loss.

Page 20

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Exceptional other operating charges
		2025	2024
		£	£

Stocks' impairment	-	7,772,317
Fixed assets and Intangibles impairment	-	5,141,494
Provision for redundancy expenses	-	1,326,610
Provision for closure expenses	-	1,205,040
	-	15,445,461

As part of the Company’s decision to cease operations and enter liquidation, the directors recognised a number of expenses associated with the winding down of the business in 2024. These include:

∙Stock impairment: A charge of £7,772,317 was recognised to reflect the reduction in net realisable value of inventory held at the reporting date.

∙Impairment of fixed assets and intangible assets: An amount of £5,141,494 was recognised to write down the carrying value of property, plant and equipment and intangible assets to their recoverable amounts.

∙Provision for redundancy costs: A provision of £1,326,610 was made to cover expected employee termination benefits arising from the closure of operations.

∙Provision for closure expenses: A further provision of £1,205,040 was recognised for estimated costs associated with the closure of facilities and other related obligations.

These amounts represent management’s best estimates of the costs expected to be incurred in liquidating the Company’s operations and have been recognised in the profit and loss account for the year.

	Exchange differences	14,519	(208,552)
	Other operating lease rentals	133,918	207,723

Page 21

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Fees payable to the Company's auditor :
	Audit-related assurance services	22,500	21,200

Wages and salaries	2,430,283	4,714,009
Social security costs	284,905	492,914
Cost of defined contribution scheme	105,286	206,064
	2,820,474	5,412,987

The average monthly number of employees, including the director, during the year was as follows:

	2025	2024
	No.	No.

Production and maintenance	26	60
Selling and distribution	2	4
Administration	17	25

	45	89

10.	Directors' remuneration
		2025	2024
		£	£

	Directors' emoluments	-	31,421

Page 22

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	4,402	6,768
Loans from group undertakings	2,653,141	2,888,413
	2,657,543	2,895,181

Corporation tax
Current tax on profits for the year	(1,373,242)	(1,036,388)
	(1,373,242)	(1,036,388)

Total current tax	(1,373,242)	(1,036,388)

Loss on ordinary activities before tax

(11,643,064)

(35,569,850)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(2,910,766)	(8,892,463)
Effects of:
Deferred tax asset not recognised	-	6,819,687
Group relief surrendered for consideration	1,537,524	1,036,388
Total tax charge for the year	(1,373,242)	(1,036,388)

Page 23

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2025	1,121,209
	At 31 December 2025	1,121,209
	Amortisation
	At 1 January 2025	1,121,209
	At 31 December 2025	1,121,209
	Net book value
	At 31 December 2025	-
	At 31 December 2024	-

An impairment loss on intangible assets was recognised in 2024 following the decision to wind up the Company, as disclosed in Note 2.3. The assessment reflects the reduction in recoverable amount below carrying value, based on fair value less costs to sell, given the cessation of operations.

Page 24

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Tangible fixed assets

	Freehold land and buildings	Plant and machinery	Motor vehicles	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2025	5,359,297	22,210,849	215,550	588,485	28,374,181
Disposals	-	(991,296)	-	(588,485)	(1,579,781)
At 31 December 2025	5,359,297	21,219,553	215,550	-	26,794,400
Depreciation
At 1 January 2025	2,851,624	20,926,922	215,550	188,599	24,182,695
Charge for the year on owned assets	-	491,560	-	-	491,560
Disposals	-	(991,296)	-	(188,599)	(1,179,895)
At 31 December 2025	2,851,624	20,427,186	215,550	-	23,494,360
Net book value
At 31 December 2025	2,507,673	792,367	-	-	3,300,040
At 31 December 2024	2,507,673	1,283,927	-	399,886	4,191,486

Freehold land and buildings include freehold land with a value of £388,201 (2024: £388,201) which has not been depreciated.

An impairment loss on fixed assets was recognised in 2024 following the decision to wind up the Company, as disclosed in Note 2.3. The assessment reflects the reduction in recoverable amount below carrying value, based on fair value less costs to sell, given the cessation of operations. This ensures that the carrying amount of these assets does not exceed their recoverable amount.

Page 25

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Stocks
		2025	2024
		£	£

Raw materials and consumables	917,214	1,240,964
Work in progress	40,367	27,713,823
Finished goods and goods for resale	1,028,492	6,699,138
Provision for net realisable value of stocks	(897,687)	(16,899,100)
	1,088,386	18,754,825

Provisions against inventories have been recognised to reflect adjustments to net realisable value, including a specific charge related to the fire incident disclosed in Note 5, an impairment of stock where recoverable value is lower than cost as outlined in Note 6, and a provision for obsolescence of spare parts.

16.

Debtors

					2025	2024
					£	£


Trade debtors	485,412	1,473,099
Amounts owed by group undertakings	1,169,080	6,678,331
Other debtors	1,441,250	2,158,540
Prepayments and accrued income	14,018	625,032
	3,109,760	10,935,002

17.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	-	205

Page 26

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	113,316	1,005,528
Amounts owed to group undertakings	46,477,780	58,867,105
Other taxation and social security	-	227,886
Other creditors	5,373	-
Accruals and deferred income	900,168	866,607
	47,496,637	60,967,126

Amounts owed to group undartakings are interest bearing following Tessenderlo Group's internal financing policy. In 2025 £2,653,141 have been recognised in the Profit and Loss as interest expenses (2024: £2,888,413).

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Government grants received	-	285,891
	-	285,891

A Welsh government grant was obtained to support capital expenditure at the site. All conditions have now been met and no repayment of the amounts received is expected.

20.	Financial instruments
		2025	2024
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	-	205

Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.

Financial assets are debt instruments measured at amortised costs comprise of; trade debtors, other debtors and amounts owed by group undertakings.

Financial liabilities measured at amortised cost comprise of; trade creditors, other creditors, accruals and amounts owed to group undertakings.

Page 27

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Provisions

	Redundancy costs	Closure costs	Onerous lease	Total
	£	£	£	£

At 1 January 2025	1,326,610	1,205,040	-	2,531,650
Charged to profit or loss	(1,326,610)	(1,205,040)	174,520	(2,357,130)
At 31 December 2025	-	-	174,520	174,520

In preparing these financial statements on a basis other than going concern, the Company has recognised provisions for severance and closure costs in respect of the planned cessation of operations. These provisions represent management’s best estimate of the unavoidable costs directly associated with the termination of employment contracts and the closure of facilities.

The estimates have been determined based on information available at the reporting date, including contractual obligations, statutory requirements, and expected implementation timelines. The provisions are expected to be utilised within the short term as the closure plan is executed.

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

9,825,000 (2024 - 9,825,000) Ordinary shares of £1.00 each	9,825,000	9,825,000

23.

Reserves

Share premium account

Share premium account represents the amount subscribed for share capital in excess of the nominal amounts.

Profit and loss account

The profit and loss account represents the accumulated profits, losses and distribution of the Company.

24.	Pension commitments

The Company operates a Defined Contribution Pension Scheme. The pension charge for the year amounted to £105,286 (2024: £206,064).

Page 28

P B GELATINS U.K. LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	81,364	138,000
Later than 1 year and not later than 5 years	86,066	34,500
	167,430	172,500

26.	Controlling party

The immediate parent undertaking is Tessenderlo Holding UK Limited, a company incorporated in the UK and registered in England and Wales.

The ultimate parent undertaking is Tessenderlo Group NV, a company registered in Belgium. Tessenderlo Group NV is the parent of both the smallest and largest group in respect of which group financial statements are prepared.

The results of the Company are included in the consolidated financial statements of Tessenderlo Group NV. Copies of these financial statements are publicly available at Tessenderlo Group NV, 1050 Brussels, Troonstraat 130, Brussels and may be obtained from the Tessenderlo Group NV website.

Page 29