Caseware UK (AP4) 2025.0.111 2025.0.111 2025-12-31Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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; make judgements and accounting estimates that are reasonable and prudent; state whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, and; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.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 5 to 7. • Engagement with suppliers, customers & others.2025-12-31Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, Value Added Tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, Value Added Tax and other sales taxes. The following criteria must also be met before turnover is recognised: Sale of goods Turnover 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 turnover can be measured reliably; it is probable that the Company will receive the consideration due under the transaction; and the costs to be incurred in respect of the transaction can be measured reliably.2025-01-01820falsedistribution of chemicalsfalse831falsefalse 05262170 2025-01-01 2025-12-31 05262170 2024-01-01 2024-12-31 05262170 2025-12-31 05262170 2024-12-31 05262170 2024-01-01 05262170 c:CompanySecretary1 2025-01-01 2025-12-31 05262170 c:Director1 2025-01-01 2025-12-31 05262170 c:Director2 2025-01-01 2025-12-31 05262170 c:Director3 2025-01-01 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Registered number: 05262170










BRENNTAG UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
BRENNTAG UK LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
R Argo (resigned 30 June 2026) 
M Gratton 
T Brown (appointed 11 December 2025) 




COMPANY SECRETARY
M Gratton



REGISTERED NUMBER
05262170



REGISTERED OFFICE
Alpha House
Lawnswood Business Park

Redvers Close

Leeds

West Yorkshire

LS16 6QY
United Kingdom




INDEPENDENT AUDITORS
Deloitte LLP
Statutory Auditor

1 City Square

Leeds

West Yorkshire

LS1 2AL
United Kingdom





 
BRENNTAG UK LIMITED
 

CONTENTS



Page(s)
Strategic Report
1 - 8
Directors' Report
9 - 17
Independent Auditors' Report
18 - 21
Statement of Comprehensive Income
22
Balance Sheet
23
Statement of Changes in Equity
24
Notes to the Financial Statements
25 - 48

 
BRENNTAG UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

INTRODUCTION
 
The directors present their Strategic Report for the financial year ended 31 December 2025.

BUSINESS REVIEW
 
In 2025, Brenntag UK Limited continued to face a challenging market environment, driven by global production overcapacity, subdued industrial activity, and persistent pricing pressure. Despite this, Brenntag UK Limited delivered a positive performance in 2025 due to its resilient business model. 

Heightened geopolitical tensions, ever-shifting trade policies, supply chain realignments, and regulatory uncertainty have contributed to high volatility in global markets and dampening investment confidence across key regions. UK inflation remained above the Bank of England's 2% target, which continued to place a considerable strain on costs.

In light of these numerous challenges, Brenntag UK Limited achieved a gross profit of £110,047,000 (2024 - £128,490,000), which represented a year-on-year decrease of 14.4%. Operating EBITDA fell by 19.3% to £70,071,000 (2024 - £86,857,000), please refer to page 4 for the definition and calculation of this metric.

Safety remains the number one priority within the business and the Company’s safety record continues to be exemplary, showing the benefit of the Company’s investment in and accreditation to various Health, Safety and Environmental ISO management systems.

The directors are satisfied with the results achieved in 2025, particularly given the unprecedented circumstances surrounding the chemical industry.

Thanks to our diverse business model and our ability to leverage the power of Brenntag's global networks and resources, we were able to supply our customers to the usual standard of reliability. Reliability that is also due to the relentless efforts and excellent performance of our employees. Their expertise and commitment enabled Brenntag to act quickly, find creative solutions and overcome all challenges faced.
 
Page 1

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

PRINCIPAL RISKS AND UNCERTAINTIES
 
On an annual basis, the UK Risk Committee (which includes the directors) considers the principal risks that the Company is exposed to and determines the actions and resources required to mitigate them. As part of this process, a full risk review of each business and support function is undertaken to identify and assess key risks and update the Company risk register. Each risk is evaluated using a defined criteria based on its potential consequence, likelihood and the existing level of mitigating controls. Each risk is assigned an owner who is responsible for actioning agreed mitigations.

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. These risks should not be considered an exhaustive list of all potential risks and uncertainties faced by the Company.

Economic environment and political stability

Economic downturns may have a negative impact on the sales and gross profit of the Company. In 2025, the economic environment was affected by geopolitical tensions and an increasingly fragmented global trading landscape.

The ongoing war in Ukraine, worsening conflict in the Middle East and increasing trade conflicts (particularly surrounding tariffs) were a cause of uncertainty in business activities across industries and, particularly in Europe, where economic momentum remained below expectations. 

In the UK, inflation remained high and businesses have still been under pressure to raise prices in order to mitigate significant cost increases.

We anticipate further challenges in 2026. Middle Eastern conflicts have escalated to such a level that global oil prices have surged and supply chains have been heavily disrupted. Both of these have the potential to place additional pressures on the Company. However, Brenntag is better placed than most 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 chemical distributor, the Company is exposed to the risk of interruptions to business, quality problems or unexpected technical difficulties. The Company counters this risk by implementing extensive safety measures, adopting regionally standardised quality and safety manuals and through safety campaigns across the Brenntag Group. In addition, the Company has taken out appropriate business interruption insurance to further mitigate the risk of potential business interruptions.

The handling and distribution of chemicals are governed by a large number of regulations and laws. Changes to this regulatory framework (e.g. restrictions or new requirements) may lead to lower sales or involve higher costs to satisfy these regulations. Risks may also arise if the products purchased and delivered to customers do not meet the specified and agreed quality. However, the Company has comprehensive procedures in place which provide assurance that products are purchased from reliable and thoroughly vetted sources, are of appropriate quality and are sold in accordance with relevant laws and regulations.

Another key risk to the Company would be the loss of key management and other personnel. The Company counters this risk by investing in training for employees and undertaking succession planning.

Page 2

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Environmental risks

Climate change is a widely acknowledged global emergency, with the need to act faster becoming more evident. As with all companies, Brenntag UK Limited is exposed to the risks of climate change and managing our response to this is critical to the Company's future success.

The UK Government has committed to achieving net zero carbon emissions by 2050. As the market leader in chemical distribution and because of our central position in the chemical industry’s value chain, we are aware of our responsibility in this area. At Brenntag, sustainability is essential to the way we operate. The issues of health, safety and environmental protection are deeply embedded in our corporate culture.

Based on this responsibility, Brenntag's strategy and vision "Future Sustainable Brenntag", sets an ambitious goal of net-zero carbon emissions by 2045. This strategy includes fully meeting our electricity requirements from green energy by 2025 and reducing our CO2 emissions by 40% compared with 2020 levels by 2030. Although this strategy currently does not directly impact our product offering, all decisions regarding capital expenditure and future projects are heavily considered against their environmental impact. In 2022, an internal carbon fund was introduced by the Brenntag SE Group, for which sites around the globe (including Brenntag UK Limited) can utilise to invest in carbon-saving measures. As well as this, the Brenntag Group have created a CO2 equivalents (CO2e) calculator, which enhances transparency on the carbon footprint associated with our product portfolio. This helps our business partners evaluate the environmental impact when making business decisions and allows them to make more sustainable choices.

The initiatives implemented so far and in the future will allow Brenntag to mitigate the environmental risks that the world is facing.

Brenntag UK Limited is not required to report under Climate-related Financial Disclosure requirements. However, the Company has taken the decision to report, recognising the importance of the subject and the Company's desire to be a leader in this area.

Refer to disclosures on pages 12 to 16 of the directors report for the Climate-related Financial Disclosures. 
Page 3

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

KEY PERFORMANCE INDICATORS
 
The Company has a number of performance indicators which measure operational performance. Aside from pure financial indicators there are measures of health and safety performance and customer service around product availability and delivery performance. Those considered key to the Company are set out below.

Financial KPIs

The Company's key financial indicators in the year were:

2025
2024
Change
Change
      £000
      £000
      £000
        %
Gross profit

110,047

128,490

(18,443)
 
-14.4
 
Operating EBITDA, calculated as below:

70,071

86,857

(16,786)
 
-19.3
 
Operating Profit

54,796

69,995

(15,199)
 
-21.7
 
Add back: Depreciation

11,780

11,226

554
 
4.9
 
Add back: Amortisation

3,495

5,636

(2,141)
 
-38.0
 

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.  

Another key performance indicator and measure of financial performance for the Company is operating EBITDA.  This indicator is key, as it reflects the performance of our business operations and is a fundamental component of cashflow. 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.

The Company has achieved strong results in both gross profit and operating EBITDA despite the challenging economic environment, showing further evidence of the resilience of the Brenntag 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. It therefore 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 and it is the Group's policy to continually improve its processes and safety culture. The Company reported five lost time injuries during the year (2024 - five). 
Page 4

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
 
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.

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 uses 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 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.
Page 5

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


(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 to create a cosmopolitan work culture and a dynamic work environment where all employees can learn from one another.

Brenntag UK fully complies with the Brenntag Global Living Wage Policy in order to meet its aspiration to provide fair remuneration. This defines a ‘living wage’ as the remuneration that an employee receives for a standard working week and that is sufficient to afford a decent standard of living for the employee and their family. This pay may go beyond the statutory minimum wage, and should cover the costs of nutrition, water, housing, education, health care, transportation, clothing and other essential needs.

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.

The directors believe that investing in the Company's staff is key to its long-term success.

(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
Page 6

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Group level. Brenntag UK Limited 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 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 for scope 1 and 2 carbon emissions, 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 14 and 15. An assessment of our environmental risks, in line with the UK climate-related financial disclosure regulations (TCFD) are found on page 3.

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. The Company continues to implement the "Voice of the Customer" programme, which offers our customers an opportunity to provide feedback. 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

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:

Structural reorganisation of entities under common control

On 31 December 2025, 100% of the trade and assets of Monarch Chemicals Limited were transferred to the Company in the form of a hive up as part of a structural reorganisation for operational alignment.

Monarch Chemicals Limited and the Company are both trading subsidiaries of Brenntag UK Holding Limited (entities under common control). The transfer has therefore been accounted for using predecessor carrying value principles. Accordingly, the assets and liabilities transferred are recognised at their existing book values on the date of transfer. There was no goodwill arising on the transfer.  

Any difference between the consideration transferred and the aggregate carrying value of the net assets acquired is recognised within equity.

Consideration for the transaction was accounted for via an inter-company loan agreement at the book values per the individual financial statements of Monarch Chemicals Limited, and therefore no equity reserve has been recognised.

Distributions

The approval of interim dividend payments to the Company's immediate parent of £30,000,000 (2024 - £176,049,000).
 

Page 7

 
BRENNTAG UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


This report was approved by the Board on 18 August 2026 and signed on its behalf by:






T Brown 
Director
Page 8

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and 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;

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

∙state whether applicable United Kingdom Accounting Standards, comprising FRS102 have been followed, and;

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

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

RESULTS AND DIVIDENDS

The results for the year are reviewed in the Strategic Report on page 1.

The profit for the year, after taxation, amounted to £43,917,000 (2024 - £58,542,000).

Dividends of £30,000,000 were paid during the year (2024 - £176,049,000). The directors do not recommend the payment of a final dividend.

DIRECTORS

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 30 June 2026)
M Gratton 
T Brown (appointed 11 December 2025) 

DONATIONS

The Company made donations to charitable organisations of £17,119 (2024 - £15,688) during the year. No political donations were made during the year (2024 - £nil). 

Page 9

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

FINANCIAL RISK MANAGEMENT

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 to ensure that cash is utilised in the most effective way.

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 mainly trades with long-standing customers. The nature of these relationships together with internal controls assist management in controlling its credit risk.

Interest risk

Intercompany loan structures are managed at a group level, interest rates are based on external market rates. Interest risks are mainly managed by the Brenntag Group Treasury Department. The Group hedges such risks by using various derivative instruments, this permits a balancing of risks for the Company and throughout the group.

FUTURE DEVELOPMENTS

The directors are satisfied with the Company's performance and anticipate continued success in the future through its robust strategies. There are no plans to change the Company's activities in the forseeable 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.

Page 10

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

EQUAL OPPORTUNITIES

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

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 5 to 7.

•   Engagement with suppliers, customers & others.


 

Page 11

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

CLIMATE CHANGE

Although not currently subject to mandatory regulation, we have chosen to voluntarily adopt aspects of the climate-related financial disclosures framework (as set out in the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022).  

Climate-related risks and opportunities are identified, considered and managed by the UK Risk team bi-annually, as part of the same risk management process outlined on page 3. The UK Board of directors are members of the UK Risk Committee, therefore have full oversight of the risk management process. 

Risks are identified at a subsidiary level and reported up through the group via a central risk portal. These risks are regularly assessed and managed by an assigned owner who is responsible for actioning agreed mitigations. Risk ownership is assigned to the most relevant senior employee in the UK organisation (who can sit outside of the UK Risk Committee), for example in the Perth risk detailed below, the Scotland Regional Manager is the owner. Each risk is evaluated using a defined criteria based on its potential consequence, likelihood and the existing level of mitigating controls.    

The climate risks are assessed within the same process as the overall risk management process. The directors see this as the most efficient way of analysing climate change risks and cannot foresee this process changing in the short term. 

Our risks are categorised into short, medium and long term. We have defined short term as up to 2030 in line with the regulatory deadline for the UK ban on sale of new diesel/petrol cars. Medium term is set at 2035 in line with the 2035 Nationally Determined Contribution (NDC) target to reduce greenhouse gas emissions in 2035 by 81% vs 1990 levels. Long term is defined as 2050 to match with the UK government's net-zero emissions target. 


Risk term
Risk
Opportunity
Type
Impact
Action
Short term
Uncertainty over pricing/ availability of non-renewable energy

Transition
More expense to the business/ diminishing availability 
We achieved our target of 100% green electricity consumption in 2025, through the purchase of green certificates. We continue to invest in additional solar panels across the network to ensure our own green energy production increases, to mitigate this short term risk 
Short term
Perth's site near banks of Tay river, prone to flooding which could intensify if the UK suffered from higher frequency or severity of weather-related events

Physical
Full site closure, possible damage to infrastructure and stock
Already mitigated via erection of large flood defences surrounding the Perth site. No other sites have the same risk in terms of geographical locations
Page 12

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Short term
Energy disruption through more extreme/unpredictable weather
To support national grid with our renewable energy sources
Physical
Disruption in operations
Risk mitigated via solar panels on our owned buildings, meaning we can be self-sustaining, keep operations running
Short term

Electric charging points at owned sites
Transition
Increased appeal/ease of driving zero emission cars, in turn reducing total GHG. An additional by-product is attracting new environmentally conscious talent to the workforce

Medium term
Ban on sale of new diesel/petrol cars from 2035

Transition
Large company car fleet will need replacement 
Gradual replacement of company cars with low carbon alternatives, encouraging uptake of car allowance instead of company car scheme to lower impact
Medium term
Product mix may be impacted should sectors, e.g. oil and gas sector, shrink and/or disappear 

Transition
Loss of revenue from products bought predominantly from those sectors
Mitigated via the diverse product portfolio offered and continued expansion of market sectors operated in

Develop strategies to support technological advancement in important industry segments (e.g. automotive)
Medium term

Use of home-grown renewable energy from solar panels to fuel electric powered forklift trucks
Transition
Reduces the need for external (and potentially costly) energy and reduces scope 1 and 2 emissions

Page 13

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Medium term

Competitive advantage, given our aggressive environmental targets - reduction in Scope 1 and 2 carbon emissions by 58.8% vs 2023 by 2034
Transition

LED lighting, heating systems, energy usage reporting, carbon fund, reduced single use plastic in offices

CO2Xplorer tool enables business partners to independently establish CO2e transparency for their purchased products

Product portfolio steering towards sustainability

Develop and increase circular business
Long term
Not meeting UK government target of net-zero emissions by 2050

Transition
Fiscal punishments - potential fines, restrictions, increase in taxes. Loss of reputation both suppliers and customers
UK target mirrors the wider Brenntag Group's aim of net-zero carbon emissions. Increased reporting and targeting on Scope 3 emissions which would involve wider collaboration of the full supply chain. Group have a specialist team, who regularly monitor our internal key performance metrics (detailed on page 15) and promote best practice. The CEO of the Brenntag Group is responsible for climate protection as part of his direct responsibility for the Sustainability Brenntag Group, which has functional management responsibility for all climate protection-related matters 

We cannot foresee chronic physical risks having a significant impact on our business, given the location of our depot sites and nature of operations. 
 
All actions are continuously evaluated and alternative actions are identified and implemented as required. 

Coordinated by Sustainability Brenntag Group, Brenntag SE conducted a pilot project in 2022 with a view to better preparing the Brenntag sites for such climatic changes. This involved analysing the exposure of all sites, including those in the UK, to physical risks in three different global warming scenarios. The three scenarios were global warming of 1.5°, 2.0° and 4.8° Celsius. Specifically, the project analysed the future potential risks arising from fluvial and coastal flooding, water availability, hail, flash floods, heat waves, storms and fire. Under each scenario all site locations were assigned a risk rating, ranging from 0 – that is, very low risk – to 1, very high risk. This approach then helps the Company assess all possible risks and take appropriate precautions. Sites at risk continue to prepare for the relevant weather conditions by taking advance action to remove mainly critical products and sensitive equipment from storage areas that are particularly under threat or to secure those
Page 14

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

products and equipment. 

All our sites have contingency plans to ensure that customers will be supplied from other locations in the Brenntag network should sites be temporarily out of operation following such events. Whilst a Group-led project, this included the UK business in both gathering of information and implementing required mitigations. Brenntag UK is confident that all neccessary suggested mitigations have been implemented which are sufficient to address the risks.

Our UK government target mirrors the wider Brenntag Group's aim of net-zero carbon emissions. We monitor our carbon footprint on a quarterly basis, both from a cost and usage perspective. Detailed reporting is produced which is then used to influence new environmental intitiatives. 

The Company's main metrics for monitoring progress in our green initiatives are total greenhouse gas emissions, total energy consumption (kWh) and the intensity ratio (tCO2 per £M turnover). The Directors are pleased that total GHG and kWh consumed have reduced in 2025, please refer to the metrics below. These metrics are widely used across applicable UK businesses which allows us to benchmark our results against similar businesses in our industry. Importantly, monitoring the GHG emissions also allows the Company to track their progress towards the long term net zero emissions target mentioned above.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION

The below disclosures have been prepared in line with the Streamlined Energy and Carbon Reporting (SECR) regulations.

The Company's carbon footprint across Scopes 1, 2 and 3, together with an appropriate intensity ratio and total energy consumption for the financial year are set out below:






2025
2024
Greenhouse gas (GHG) emissions

  
 
Scope 1 (in tonnes of CO2 equivalent)

  
9,032

8,899

Scope 2 (in tonnes of CO2 equivalent)

  
800

962

Scope 3 (in tonnes of CO2 equivalent)

  
7

10

Total GHG emissions (in tonnes of CO2 equivalent)

  
 
9,839

9,871


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.

Scope 3 - Indirect emissions resulting from the use of grey fleet, i.e. business use of an employee's private vehicle.
Page 15

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


2025
2024
Intensity ratio

Turnover (£M)

459

486

tCO2 per £M turnover

21.44

20.31


2025
2024
Total energy consumption (kWh)

42,105,971

42,212,631


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 period.

The directors are pleased with the reduction in total GHG and kWh consumed. The results reflect the Company's efforts listed below.  

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. Brenntag have set themselves an ambitious ESG agenda. This includes achieving net-zero scope 1 and 2 CO2 emissions by 2045.

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. The Company is currently rolling out the installation of solar panels on its owned buildings.

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. Our fleet is constantly upgraded to ensure we utilise the most efficient engines and our vehicles employ telematics; 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 6 and 7.
Page 16

 
BRENNTAG UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025


STATEMENT OF DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
∙so far as they are aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙they have 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 auditors are aware of that information.
 
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Company since the year end.
 
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 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.
 
INDEPENDENT AUDITORS

The auditors, Deloitte LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board on 18 August 2026 and signed on its behalf.
 







T Brown
Director

Page 17

 
BRENNTAG UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK LIMITED
 


 

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of Brenntag UK Limited (the ‘company’):
∙give a true and fair view of the state of the company’s affairs as at 31/12/25 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 30.

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
Page 18

 
BRENNTAG UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK 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
Page 19

 
BRENNTAG UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK 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.






Page 20

 
BRENNTAG UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK LIMITED
 









David Johnson, FCA (Senior statutory auditor)
  
For and on behalf of Deloitte LLP
 
Statutory Auditor
  
Leeds, United Kingdom

18 August 2026
Page 21

 
BRENNTAG UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£000
£000

  

Turnover
 3 
458,935
486,229

Raw materials and consumables
  
(297,001)
(313,151)

Other external charges
  
(51,887)
(44,588)

Gross profit
  
110,047
128,490

Staff costs
 4 
(39,965)
(41,727)

Depreciation and amortisation
 5 
(15,286)
(16,768)

Operating profit
 5 
54,796
69,995

Interest receivable and similar income
 8 
4,908
8,761

Interest payable and similar expenses
 9 
(758)
(896)

Profit before tax
  
58,946
77,860

Tax on profit
 10 
(15,029)
(19,318)

Profit/(loss) for the financial year
  
43,917
58,542

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.

The notes on pages 25 to 48 form part of these financial statements.
Page 22

 
BRENNTAG UK LIMITED
REGISTERED NUMBER: 05262170

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£000
£000

Fixed assets
  

Intangible Assets
 12 
2,193
5,539

Tangible assets
 13 
58,424
54,767

  
60,617
60,306

Current assets
  

Stocks
 14 
22,193
23,959

Debtors: amounts falling due after more than one year
 15 
94,728
75,136

Debtors: amounts falling due within one year
 15 
74,571
75,765

Cash at bank and in hand
 16 
8,010
10,580

  
199,502
185,440

Creditors: amounts falling due within one year
 17 
(89,301)
(90,305)

Net current assets
  
 
 
110,201
 
 
95,135

Total assets less current liabilities
  
170,818
155,441

Creditors: amounts falling due after more than one year
 18 
(1,836)
(1,345)

Provisions for liabilities
  

Provisions
 20 
(13,444)
(13,612)

Deferred tax
 22 
(4,710)
(3,573)

  
 
 
(18,154)
 
 
(17,185)

Net assets
  
150,828
136,911


Capital and reserves
  

Called up share capital 
 23 
88,802
88,802

Profit and loss account
  
62,026
48,109

  
150,828
136,911


The financial statements on pages 22 to 48 were approved and authorised for issue by the Board and were signed on its behalf on 18 August 2026.

T Brown
Director

Page 23

 
BRENNTAG UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total shareholders' funds

£000
£000
£000


At 1 January 2024
88,802
165,616
254,418


Comprehensive income for the year

Profit for the financial year
-
58,542
58,542
Total comprehensive income for the year
-
58,542
58,542

Dividends: equity capital
-
(176,049)
(176,049)



At 31 December 2024 and 1 January 2025
88,802
48,109
136,911


Comprehensive income for the year

Profit for the financial year
-
43,917
43,917
Total comprehensive income for the year
-
43,917
43,917

Dividends: equity capital
-
(30,000)
(30,000)


At 31 December 2025
88,802
62,026
150,828


The notes on pages 25 to 48 form part of these financial statements.
Page 24

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES

  
1.1
General information

The Company's principal activities are the distribution of bulk, packaged and speciality chemicals.

The Company is a private company limited by shares and is incorporated in England & Wales. The address of its registered office is Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY.

 
1.2

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss 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 FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).

The following principal accounting policies have been consistently applied:

  
1.3
Exemptions under FRS 102

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 statements;

b) under FRS 102 paragraph 1.12(e), from disclosing key management personnel compensation in total; and

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.

These consolidated statements are available on the Group's website at https://annualreport .brenntag.com/en/.

Page 25

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

  
1.4
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 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 maintain substantial liquidity. The directors have also received commitment from Brenntag UK Holding Limited that financial support is in place for at least twelve months from the date of signing these financial statements.

Having considered the sensitivity analysis the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being at least 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.
  
1.5

Consolidated financial statements

The Company is itself a wholly owned subsidiary company of Brenntag UK Holding Limited and of its ultimate parent company Brenntag SE.  It is included in the consolidated financial statements of Brenntag SE, which are publicly available on the Group's website at https://annualreport .brenntag.com/en/. The Company is therefore exempt from the requirement to prepare group financial statements by virtue of section 401 of the Companies Act 2006. 

These financial statements are the Company's separate financial statements.

 
1.6

Turnover

Turnover 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. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, Value Added Tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover 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 turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs to be incurred in respect of the transaction can be measured reliably.

Page 26

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

 
1.7

Intangible assets

i) 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 20 years, which is representative of its useful economic life.

ii) Other 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 can be made, amortisation is charged over a range of three to ten years to allocate the cost of intangible assets over their estimated useful life. 

If a reliable estimate of the useful life cannot be made, the useful life shall not exceed five years.

 
1.8

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.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Statement of Comprehensive Income during the period in which they are incurred.

Page 27

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)


1.8
Tangible fixed assets (continued)

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
-
2.5%-10%
Leasehold property
-
2.5%-10%
Plant and machinery
-
5%-33%
Fixtures and fittings
-
10%-33%

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.

 
1.9

Structural reorganisation of entities under common control

In the event of structural reorganisation in the form of a hive-up of trade and assets of entities under common control, predecessor carrying value principles will be used. 

Accordingly, the assets and liabilities transferred are recognised at their existing book values at the date of transfer, with no goodwill recognised on transfer. Any difference between the consideration transferred and the aggregate carrying value of the net assets acquired will be recognised within equity reserves.

 
1.10

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 weighted average basis. 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 the Statement of Comprehensive Income.

 
1.11

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.

 
1.12

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.
Page 28

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

 
1.13

Financial instruments

The Company has adopted Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors, amounts owed by group undertakings and 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 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 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 of 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 future payments discounted at a market rate of interest. Such liabilities are subsequently carried at amortised cost, using the effective interest rate method.

Fees paid on the establishment of loan facilities are recognised as transaction costs and capitalised as a prepayment and amortised over the period of the facility to which the loan relates.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Changes in the fair value of derivatives are recognised in finance costs or income as appropriate. 

Page 29

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

 
1.14

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.

 
1.15

Foreign currency translation

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

 
1.16

Finance costs

Finance costs are charged to the Statement of Comprehensive Income 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.

 
1.17

Dividends

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.

Page 30

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

 
1.18

Leased assets

The Company assesses agreements that transfer the right to use assets at inception. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.

i) Finance leased assets

Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.

Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined, the Company's incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.

Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

The capital element of the lease obligation is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.
 
ii) Operating leased assets

Leases that do not transfer all of the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the period of the lease.

 
1.19

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 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.

 
1.20

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Page 31

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.ACCOUNTING POLICIES (CONTINUED)

 
1.21

Provisions for liabilities

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.

 
1.22

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.


 
1.23

Related parties

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. 


Page 32

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 1, 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 accounting judgements or estimation uncertainties applied have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.


3.


TURNOVER

An analysis of turnover by class of business is as follows:


2025
2024
£000
£000

Sale of goods
448,498
474,724

Rendering of services
10,437
11,505

458,935
486,229


Analysis of turnover by country of destination:

2025
2024
£000
£000

United Kingdom
451,602
476,233

Rest of Europe
7,038
9,866

Rest of the world
295
130

458,935
486,229


Page 33

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

4.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


2025
2024
£000
£000

Wages and salaries
32,474
34,975

Social security costs
5,481
4,842

Other pension costs
2,010
1,910

39,965
41,727


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


        2025
        2024
            No.
            No.







Sales, procurement and administration
452
416



Warehouse & distribution
368
415

820
831

During the year, 32 employees (2024 - 0) were reclassified from warehouse & distribution to sales, procurement and administration.


5.


OPERATING PROFIT

The operating profit is stated after charging:

2025
2024
£000
£000

Depreciation of tangible fixed assets
11,780
11,226

Amortisation of intangible assets, including goodwill
3,495
5,636

Loss/(profit) on disposal of tangible assets
11
(94)

Exchange loss/(gain)
606
(263)

Other operating lease rentals

- plant and machinery
4,099
3,920

- other operating leases
4,612
2,806

Page 34

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors and their associates:


2025
2024
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
173
169

Fees payable to the Company's auditors and their associates in respect of:

- quarterly reporting
15
29


7.


DIRECTORS' REMUNERATION

2025
2024
£000
£000

Directors' emoluments
637
701

Company contributions to defined contribution pension schemes
31
28

668
729


The highest paid director received remuneration of £346,000 (2024 - £352,000).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £15,000 (2024 - £13,000).


8.


INTEREST RECEIVABLE AND SIMILAR INCOME

2025
2024
£000
£000


Interest receivable from group companies
4,725
8,574

Other interest receivable
183
187

4,908
8,761

Page 35

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2025
2024
£000
£000


Bank interest payable
17
161

Other interest expense
217
112

Loans from group undertakings
390
483

Finance leases and hire purchase contracts
134
140

758
896


10.


TAX ON PROFIT


2025
2024
£000
£000

Current tax


Current tax on profits for the year
14,497
18,061

Adjustments in respect of prior periods
(186)
181


Total current tax
14,311
18,242

Deferred tax


Origination and reversal of timing differences
585
1,382

Adjustments in respect of prior periods
133
(306)

Total deferred tax
718
1,076


Tax on profit
15,029
19,318
Page 36

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
10.TAX ON PROFIT (CONTINUED)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:

2025
2024
£000
£000


Profit before tax
58,947
77,860


Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
14,737
19,465

Effects of:


Non-tax deductible amortisation of goodwill
729
1,322

Expenses not deductible for tax purposes, other than goodwill amortisation
459
355

Adjustments to tax charge in respect of prior periods
(49)
(125)

Group relief
(847)
(1,699)

Total tax charge for the year
15,029
19,318

The Company is in scope for Pillar Two legislation for the financial year ending 31 December 2025. 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 legislation.





11.


DIVIDENDS

2025
2024
£000
£000


Interim dividend paid 33.78p (2024 - 198.25p) per £1 ordinary share
30,000
176,049

An interim dividend for the financial year ended 31 December 2025 amounting to £30,000,000was proposed and paid by way of intercompany loans on 12 November 2025. 

No further dividends have been proposed or paid following the year ended 31 December 2025, up to and including the date that these financial statements were signed.
Page 37

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


INTANGIBLE ASSETS




Software & other intangibles
Goodwill
Total

£000
£000
£000



Cost


At 1 January 2025
2,324
100,547
102,871


Additions
148
-
148


Arising on business combinations
200
-
200



At 31 December 2025

2,672
100,547
103,219



Amortisation


At 1 January 2025
2,197
95,135
97,332


Charge for the year
68
3,427
3,495


Arising on business combinations
200
-
200



At 31 December 2025

2,465
98,562
101,027



Net book value



At 31 December 2025
207
1,985
2,192



At 31 December 2024
127
5,412
5,539

The intangible assets arising on business combinations relate to UK REACH registration licences. The hive-up of Monarch Chemicals Limited (entity under common control) has been accounted for using predecessor carrying value principles with no goodwill arising on transfer.
 


Page 38

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


TANGIBLE ASSETS


Freehold properties
Leasehold properties
Plant and machinery
Fixtures and fittings
Total

£000
£000
£000
£000
£000



Cost


At 1 January 2025
27,179
11,833
93,478
3,253
135,743


Additions
1,433
206
10,699
280
12,618


Arising on business combinations
1,461
-
3,849
63
5,373


Disposals
-
-
(5,150)
-
(5,150)



At 31 December 2025

30,073
12,039
102,876
3,596
148,584



Depreciation


At 1 January 2025
9,884
8,143
61,293
1,656
80,976


Charge for the year on owned assets
988
493
9,954
345
11,780


Arising on business combinations
225
-
2,226
60
2,511


Disposals
-
-
(5,107)
-
(5,107)



At 31 December 2025

11,097
8,636
68,366
2,061
90,160



Net book value



At 31 December 2025
18,976
3,403
34,510
1,535
58,424



At 31 December 2024
17,295
3,690
32,185
1,597
54,767

Page 39

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


STOCKS

2025
2024
£000
£000

Raw materials and consumables
804
709

Finished goods and goods for resale
21,389
23,250

22,193
23,959


Stock recognised in cost of sales during the year as an expense was £297,001,000 (2024 - £313,151,000).

Stocks are stated after provisions for impairment of £842,000 (2024 - £800,000). 


15.


DEBTORS

2025
2024
£000
£000

Amounts falling due after more than one year

Amounts owed by group undertakings
94,728
75,136



Amounts falling due within one year

Trade debtors
64,261
70,874

Amounts owed by group undertakings
3,210
1,349

Other debtors
1,302
1,207

Prepayments and accrued income
2,580
2,015

Tax recoverable
3,218
320

74,571
75,765


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 as stated in the respective loan agreements. 

Trade debtors are stated after provisions for impairment of £1,255,000 (2024 - £1,190,000).

Page 40

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


CASH AT BANK AND IN HAND

2025
2024
£000
£000

Cash at bank and in hand
8,010
10,580





17.


CREDITORS: Amounts falling due within one year

2025
2024
£000
£000

Trade creditors
45,613
47,161

Amounts owed to group undertakings
10,998
7,518

Other taxation and social security
8,586
7,813

Obligations under finance lease and hire purchase contracts
78
61

Other creditors
9,996
12,454

Accruals and deferred income
14,030
15,298

89,301
90,305


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.


18.


CREDITORS: Amounts falling due after more than one year

2025
2024
£000
£000

Obligations under finance lease contracts
1,576
1,345

Other creditors
260
-

1,836
1,345


Amounts owed to group undertakings are unsecured, interest is charged at market rate and repayment terms are stated in the respective loan agreements.

Page 41

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

19.


FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

2025
2024
£000
£000


Not later than one year
195
195

Later than 1 year and not later than 5 years
780
780

Later than 5 years
1,268
1,463

Less: finance charges
(897)
(1,032)

1,346
1,406

 
The Company has one long term property lease arrangement where contingent rent is payable and is contractually dependent on market conditions in existence at the time of each rent review. Under this arrangement contingent rent of £491,850 is due per annum and is expected to continue until the lease expires in 2037. The carrying value associated with the asset is £1,346,000 as at 31 December 2025.

Page 42

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


PROVISIONS

The Company had the following provisions during the year:

Asset retirement
Site dilapidations
Legal & insurance claims
Onerous contracts
Environmental costs
Total
      £000
      £000
      £000
      £000
      £000
      £000

At 1 January 2025

3,148

2,486

2,217
 
357
 
5,404

13,612

Charged to Statement of Comprehensive Income

-

150

5
 
-
 
(321)

(166)

Arising on business combinations

81

63

150
 
-
 
81

375

Utilised in year

-

(81)

-
 
-
 
(296)

(377)

At 31 December 2025

3,229

2,618

2,372
 
357
 
4,868

13,444


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.

Site dilapidations
For sites operated by the Company under long term leases, at the end of the lease term there is an obligation to return the site to the landlord in a condition specified within the lease agreement. A provision is recognised in the Statement of Comprehensive Income for the estimated site decommissioning costs that are non capital in nature.

Legal and insurance claims
The nature of the Company's operations will occasionally give rise to litigation or claims where the actions of the Company have caused customers, suppliers or other stakeholders to incur economic loss. A provision is recognised in the Statement of Comprehensive Income where it is considered probable that the Company will have to settle such claims.

Onerous contracts
The Company occasionally enters into contracts with suppliers whereby the volume and price of goods purchased is fixed for an agreed period of time. As external market prices are used to determine selling prices, such contracts are probable to be loss-making in the event the market price falls below the contract price. A provision is recognised in the Statement of Comprehensive Income in respect of probable losses under the contract.

Environmental costs
The nature of the Company's operations gives rise to obligations relating to the rehabilitation of soil and ground water for current and former, owned and leased sites but also cover costs for further and accompanying measures such as necessary environmental inspections and observations. A provision is recognised in the Statement of Comprehensive Income for the estimated associated cost, based on reports prepared by third party environmental consultants. 

Page 43

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


FINANCIAL INSTRUMENTS

2025
2024
£000
£000

Financial assets


Financial assets measured at fair value through profit or loss
-
9

Financial assets that are debt instruments measured at amortised cost
171,511
159,137

171,511
159,146


Financial liabilities


Derivative financial instruments measured at fair value
28
51

Financial liabilities measured at amortised cost
81,993
82,100

82,021
82,151

Financial assets measured at amortised cost comprise cash at bank and in hand, amounts owed by group undertakings, trade debtors and other debtors.


Derivative financial instruments measured at fair value through profit or loss comprise of foreign currency forward contracts.


Financial liabilities measured at amortised cost comprise amounts owed to group undertakings, trade creditors, obligations under finance lease contracts, other creditors and provisions. 
Page 44

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

22.


DEFERRED TAX






£000






At 1 January 2025
(3,573)


Profit and loss movement
(718)


Arising on business combinations
(419)



At 31 December 2025
(4,710)

The deferred tax liability is made up as follows:

2025
2024
£000
£000


Fixed asset timing differences
(5,734)
(4,586)

Short term timing differences
1,024
1,013

(4,710)
(3,573)


The net deferred tax liability of £4,710,000 is not expected to materially change in 2026.


23.


CALLED UP SHARE CAPITAL

2025
2024
£000
£000
Allotted, called up and fully paid



88,801,654 (2024 - 88,801,654) ordinary shares of £1 each
88,802
88,802


Page 45

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.
 

BUSINESS COMBINATIONS

On 31 December 2025, 100% of the trade and assets of Monarch Chemicals Limited were transferred to the Company in the form of a hive up as part of a structural reorganisation for operational alignment.
 
Monarch Chemicals Limited and the Company are both trading subsidiaries of Brenntag UK Holding Limited (entities under common control). The transfer has therefore been accounted for using predecessor carrying value principles. Accordingly, the assets and liabilities transferred are recognised at their existing book values on the date of transfer. There was no goodwill arising on the transfer.  
 
Consideration for the transaction was accounted for via an inter-company loan agreement at the book values per the individual financial statements of Monarch Chemicals Limited, and therefore no equity reserve has been recognised.

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
£000

Non-current assets

Tangible assets
2,862

2,862

Current assets

Stocks
1,813

Debtors
2,200

Total assets
6,875


Creditors: amounts falling due within one year
(2,722)

Creditors: amounts falling due after more than one year
(298)

Provisions for liabilities
(375)

Deferred taxation
(419)

Total identifiable net assets
3,061


Consideration

£000


Intercompany loan account
3,061

Total purchase consideration
3,061



Page 46

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


CONTINGENT LIABILITIES

In connection with the elimination of environmental damage, as at 31 December 2025, there were contingent liabilities with a fair value of £6,591,000 (2024 - £6,540,000).

Included within this assessment are amounts derived through business combinations from the hive-up of Monarch Chemicals Limited. There were contingent liabilities with a fair value of £410,000 (2024 - £0) as a result of the business combination.

The £6,591,000 represents the most likely estimate of potential costs associated with the elimination of environmental damage. 

The Company assesses its potential environmental provisions on an annual basis. Costs are defined as probable, possible and remote, where £6,591,000 corresponds to the possible costs associated with the elimination of environmental damage.


26.


CAPITAL COMMITMENTS


At 31 December the Company had capital commitments as follows:

2025
2024
£000
£000


Contracted for but not provided in these financial statements
3,188
2,112


27.


PENSION COMMITMENTS

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 £2,010,000 (2024 - £1,910,000). There were contributions outstanding to the fund of £379,000 (2024 - £390,000) at the balance sheet date.

Page 47

 
BRENNTAG UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

28.


COMMITMENTS UNDER OPERATING LEASES

At 31 December the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£000
£000


Not later than 1 year
7,537
6,985

Later than 1 year and not later than 5 years
16,371
16,262

Later than 5 years
9,597
10,625

33,505
33,872

Included within this assessment are amounts derived through business combinations from the hive-up of Monarch Chemicals Limited. There are future operating lease commitments as a result of the business combination to the sum of £261,000 (2024 - £0).


29.


RELATED PARTY TRANSACTIONS

The Company is exempt under FRS 102, paragraph 33.1a from disclosing related party transactions with members of the same group that are wholly owned. There have been no other related party transactions.


30.


CONTROLLING PARTY

The Company's immediate parent company is Brenntag UK Holding Limited which is registered in the    United Kingdom. 

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 at their registered office, at Messeallee 11, D-45131, Essen, Germany. 
 

Page 48