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Registered number: 05777067
BRENNTAG UK HOLDING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BRENNTAG UK HOLDING LIMITED
COMPANY INFORMATION
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R Argo (resigned 30 June 2026)
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T Brown (appointed 11 December 2025)
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BRENNTAG UK HOLDING LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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BRENNTAG UK HOLDING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report for the year ended 31 December 2025.
The Company is the UK parent company of the Brenntag UK & Ireland group of companies.
The Company and its subsidiaries delivered a reasonable performance in 2025, in an environment with much economic uncertainty and difficult macroeconomic conditions.
Profit for the financial year decreased from £197,101,000 in 2024 to £4,745,000 in 2025. The decrease was a direct result of lower income received from shares in group undertakings predominantly driven by lower dividends being paid and the impairment in the value of a subsidiary.
During the year, the Company made further progress with its ongoing group simplification project, including taking steps to liquidate or simplify a number of legal entities.
During the year, the number of direct and indirect investments held by the Company reduced from 26 to 20, please see note 10 for further information.
There are no adverse effects of the simplification on the Brenntag UK Holding subgroup's financial position, with any investment impairments being offset by the final dividend distributions. Furthermore, the removal of obsolete subsidiaries will have an ongoing benefit in terms of simplification and reduced administrative burden.
The financial results are summarised on page 13. The directors are pleased with the performance for the year and believe it demonstrates the resilience of the Group's business model and the operational strength of the global Brenntag organisation. The directors are satisfied with the net asset position of the Company at the year end, as disclosed on page 14.
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. In light of these factors, the directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future.
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BRENNTAG UK HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
PRINCIPAL RISKS AND UNCERTAINTIES
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The principal risk to the Company would be a deterioration in the performance of its investments. The Company closely monitors its investments and addresses any aspect of risk where identified. In particular the Company's trading subsidiaries face risks caused by the stability of the political and economic environment.
Economic environment and political stability
Economic downturns may have a negative impact on the sales and gross profit of the Company’s trading subsidiaries. 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's trading subsidiaries. However, the Company and its subsidiaries are better placed than most to deal with such challenges, due to its long-standing relationships with its suppliers and customers and its broad, diversified range of products.
KEY PERFORMANCE INDICATORS
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The Company monitors its subsidiaries' operational performance using a suite of KPIs. Aside from pure financial indicators there are measures of health and safety performance and customer service around product availability and delivery performance within the subsidiary accounts, primarily Brenntag UK Limited.
As a holding company, the directors believe that the principal measure for assessing Brenntag UK Holding Limited's individual company performance is profit before taxation.
The directors are satisfied with the results achieved in 2025. The significant decrease in profit before tax arose from a decrease in dividend income from subsidiary undertakings.
The Company is a non-trading holding entity whose principal activity is the ownership and oversight of subsidiary undertakings. Accordingly, the Directors do not consider non-financial KPIs to be relevant measures of performance for the Company itself. Non-financial metrics, including health and safety performance indicators, are monitored and managed within the operating subsidiaries where the underlying activities are conducted.
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BRENNTAG UK HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
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Under section 172(1) of the Companies Act 2006, the Board has a duty to act in good faith and in a way that would be most likely to promote the success of the Company for the benefit of its shareholders whilst having regard to matters set out in S172(1) (a-f) of the Act:
(a) the likely long-term consequences of decisions;
(b) the interest of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business and conduct; and
(f) the need to act fairly as between the Company’s owners.
To discharge their section 172(1) duties the Board had regard to the factors set out above in making the principal decisions taken by the Company.
The Company is the UK parent company of the Brenntag UK & Ireland group of companies, has no employees, or external customers and very few external suppliers, therefore the Board primarily considers the interests of its sole member and ultimate parent company, Brenntag SE with regard to performing their duties under S172(1).
All Board decisions made during the year were made to promote the long-term success of both the Company and its ultimate parent company and were in line with the strategic goals and objectives of the Group.
Developments during the year
The Board made a number of routine decisions on behalf of the Company during the year and throughout the decision-making process considered the impact on the Company’s stakeholders. No significant strategic decisions were required during the year.
This report was approved by the Board on 30 July 2026 and signed on its behalf.
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BRENNTAG UK HOLDING 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
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The directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulation.
Company law requires the directors to prepare Financial Statements for each financial year. Under that law the directors have elected to prepare the Financial Statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 these Financial Statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed; 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.
The profit for the year, after taxation, amounted to £4,745,000 (2024 - £197,101,000).
No interim dividends were paid during the year (2024 - £76,049,000). The directors do not recommend the payment of a final dividend (2024 - £nil). No further dividends have been paid or proposed.
Net assets have increased from £212,667,000 to £217,412,000 as a result of the receipt of dividends used to repay intercompany loans.
When assessing if any impairment existed in relation to the Company's investments, the directors concluded an impairment of £40,483,000 was required in respect of the Company's investment in Kluman and Balter Limited. The impairment assessment was undertaken in light of recent trading performance and updated forecasts of future performance. Based on management's assessment of recoverable value, the carrying amount of the investment has been written down accordingly.
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BRENNTAG UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors who served during the year were:
R Argo (resigned 30 June 2026)
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T Brown (appointed 11 December 2025)
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FINANCIAL RISK MANAGEMENT
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Currency risk
Currency risk at a transactional level is managed through the regular forecasting of future currency flows. The Company hedges these flows by using derivative instruments where applicable.
Interest risk
Intercompany loan structures are managed at a Brenntag SE 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.
Liquidity risk
Management control liquidity risk through the careful management of all aspects of the Company's cashflows and the safe investment of cash assets.
FUTURE DEVELOPMENTS
The directors are satisfied with the Company's results and are confident of the Company's future prospects. As a result, there are no plans to change the Company's activities in the foreseeable future.
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BRENNTAG UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
QUALIFYING THIRD-PARTY INDEMNITY PROVISIONS
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Qualifying third party indemnity insurance was in place for the benefit of all 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 1 to 3.
∙Engagement with suppliers, customers & other
CLIMATE CHANGE
The directors primarily consider climate change and the associated risks and opportunities in its main trading subsidiary, Brenntag UK Limited, because any significant climate related impacts on the Company would originate in this entity. As such, the directors consider that the climate related risks and opportunities of the Company are integrated and mirror those of Brenntag UK Limited. No climate related risks or opportunities were identified which were specific to Brenntag UK Holding Limited.
The risk management process of identification, assessment and management of the climate related risks and opportunities is conducted in Brenntag UK Limited biannually. 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. These owners (who are sometimes outside of the UK Risk team) are senior employees within the business who are selected based on their current position and relevant expertise.
As market leaders in chemical distribution, sustainability and environmental protection is essential to the way we operate. Climate change risks and opportunities are assessed in Brenntag UK Limited in the short term (to 2030), medium term (to 2035) and long term (to 2050).
Risks relating to the pricing of non-renewable energy and energy disruption were identified as short term risks, alongside an increased risk of flooding particularly near the Perth distribution site. These are mitigated by an increase in electricity from renewable sources, such as solar panels and by the large flood defences installed around our Perth site.
Medium term risks identified include vehicle obsolescence relating to the ban on the sale of new petrol and diesel cars, and a potential shrinkage of product markets e.g. the oil and gas sector. These risks are mitigated by the replacement of company cars with low carbon alternatives and product portfolio diversification. We also identified opportunities in the medium term such as having a competitive advantage as a result of our aggressive environmental targets, and financial gains from the use of our own renewable energy sources. We are developing strategies to support technological advancement in important industry sectors, with product portfolio steering towards sustainability to develop and increase circular economy business. As well as this, the Brenntag Group have created a CO2 equivalents (CO2e) calculator, which enhances transparency on the carbon footprint associated with the product portfolio.
In the long term, we identified the regulatory risk of not meeting the UK government's target of net zero emissions by 2050. This could mean potential fines or increase in taxes, trading restrictions and a loss of reputation. To mitigate this the CEO of Brenntag SE (the ultimate parent company) leads a specialist team, Sustainability Brenntag Group, who regularly monitor internal KPIs and promote best practices across the whole Group.
The directors believe that the Company has the required actions in place to mitigate all of the above risks.
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BRENNTAG UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
As such, within Brenntag UK Holding there are no material climate related risks which will impact on the balance sheet valuation of the investment in subsidiaries.
Brenntag UK Holding itself has no specific carbon footprint targets, instead these metrics are collated, analysed and summarised at a Brenntag UK Limited level.
Brenntag UK's main metrics for monitoring progress 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.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY ACTION
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kwH or less.
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BRENNTAG UK HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
DISCLOSURE OF INFORMATION TO AUDITORS
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's 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
On 17 December 2025, the Group entered into a share purchase agreement to acquire 100% of the share capital of Airedale Newco Limited for a consideration (including paying off debts of the target) of £133 million. At the balance sheet date completion of the transaction was conditional upon regulatory approvals. As at the balance sheet date, regulatory approval had not been obtained and therefore control of Airedale Newco Limited had not passed to the Group. Accordingly, the acquisition has not been accounted for as a business combination at year end. On 27 February 2026, following regulatory approvals, the acquisition was completed.
GOING CONCERN
The Company has access to considerable financial resources and has rigorous procedures for identifying, quantifying and mitigating all aspects of risk relevant to the business.
The directors have carried out a robust assessment of the risks facing both the Company and the UK Group of Companies of which it forms part of. The directors have prepared a sensitivity analysis to assess the Group’s cash flows based on different scenarios including a severe downturn in the UK economy. The cash flows cover the period to 31 December 2027 and in each scenario both the Company and the UK Group of Companies maintains substantial liquidity. The Company has committed to providing financial support to its subsidiaries for at least 12 months from the date of signing the accounts.
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 12 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.
The auditor, 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 30 July 2026 and signed on its behalf.
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BRENNTAG UK HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK HOLDING LIMITED
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of Brenntag UK Holding 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 19.
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
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BRENNTAG UK HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK HOLDING LIMITED
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 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:
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BRENNTAG UK HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK HOLDING LIMITED
∙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 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 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
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BRENNTAG UK HOLDING LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRENNTAG UK HOLDING LIMITED
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
David Johnson, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Leeds, United Kingdom
30 July 2026
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BRENNTAG UK HOLDING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Impairment of investments
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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Total comprehensive income for the year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.
All amounts relate to continuing operations.
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The notes on pages 16 to 32 form part of these financial statements.
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BRENNTAG UK HOLDING LIMITED
REGISTERED NUMBER: 05777067
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 30 July 2026.
The notes on pages 16 to 32 form part of these financial statements.
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BRENNTAG UK HOLDING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total shareholders' funds
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Comprehensive income for the year
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Profit for the financial year
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Total comprehensive income for the year
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Dividends: equity capital
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Total transactions with owners
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At 31 December 2024 and 1 January 2025
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Comprehensive income for the year
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Profit for the financial year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 16 to 32 form part of these financial statements.
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Reserves of the Company represent the following:
Called-up share capital
The balance classified as share capital represents the nominal value of ordinary £1 shares issued.
Share premium account
The balance classified as share premium includes the net proceeds in excess of nominal value on issue of the Company's equity share capital, comprising £1 ordinary shares.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.ACCOUNTING POLICIES
The Company's principal activity is the holding of investments.
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, LS16 6QY.
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention, 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 FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been consistently applied:
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 sensitivity analysis to assess the Group’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 the UK Group of Companies maintains substantial liquidity. The Company has committed to providing financial support to its subsidiaries for at least 12 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 12 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.
The Company has taken advantage of the exemption, 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 flow in its own consolidated financial statements. These consolidated statements are available on the Group's website at https://annualreport .brenntag.com/en/.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.ACCOUNTING POLICIES (CONTINUED)
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Consolidated financial statements
|
The Company is itself a wholly owned subsidiary company of Brenntag France Holding SAS 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/. Therefore the Company is 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.
Investments in subsidiaries and other fixed asset investments are initially recognised at cost and subsequently measured at cost less any accumulated impairment.
At each reporting date, the Company assesses whether there are indicators that an investment may be impaired. Indicators include, but are not limited to, significant adverse changes in the investee's financial performance, net asset position, business prospects, market conditions, or expected future cash flows. Where such indicators exist, the Company estimates the recoverable amount of the investment being the higher of the fair value less costs to sell and the value in use.
For investments in subsidiaries, value in use is determined by estimating the present value of cash flows expected to be derived from the investment, including dividend income and proceeds from ultimate disposal where appropriate. An impairment loss is recognised immediately in the Statement of Comprehensive Income when the carrying amount of an investment exceeds the recoverable amount. The carrying value of the investment is reduced to its recoverable amount.
Short term debtors are measured at transaction price, less any impairment. Other long-term receivables 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.
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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.
The Company has adopted Sections 11 and 12 of FRS 102 in respect of financial instruments.
(i) Financial assets
Basic financial assets, including trade, other debtors, amounts owed by group undertakings 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 the future receipts discounted at the market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period, financial assets measured at amortised cost are assessed for
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.ACCOUNTING POLICIES (CONTINUED)
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Financial instruments (continued)
|
objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying value would have been had the impairment not previously been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flow from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade, other creditors and amounts owed to group undertakings are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where debt instruments are measured at the present value of the future receipts discounted at a market rate of interest. Such liabilities are subsequently carried at amortised cost, using the effective interest rate method.
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.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
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.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.ACCOUNTING POLICIES (CONTINUED)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents are presented in the Statement of Comprehensive Income within 'interest receivable and similar income' or 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'operating profit'.
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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.ACCOUNTING POLICIES (CONTINUED)
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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, 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.
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Related party transactions
|
The Company discloses transactions with related parties which are not wholly owned within the same group. It does not disclose transactions with members of the same group that are wholly owned, as permitted under FRS 102.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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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.
Critical judgements in applying the entity's accounting policies
The directors believe that none of the judgements applied would have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Key source of estimation uncertainty
The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
(i) Impairment of investments
The Company annually tests its investments for impairment. Impairment testing is an area involving estimation and assessment as to whether the carrying value of the investment can be supported by its recoverable amount. The cash flow forecasts used for the impairment testing at the year-end were derived from the budget for 2026 and a long-term plan for the years 2027 to 2030. The growth rates used in the forecast are based on management's past experience and expectations as to future trends in markets and costs, as well as consideration of the macroeconomic environment. The cash flows are discounted using the Brenntag region specific WACC. In calculating the recoverable amount, assumptions are required to be made in respect of uncertain matters, including:
∙future levels of EBITDA and working capital;
∙timing and quantum of future capital expenditure;
∙future WACC; and
∙expectation of fair market value of the investment, net of disposal costs to an unrelated party.
The directors have evaluated the carrying value of investments by assessing their underlying net assets and expected future cash flows. When modelling future cash flows, both judgement and estimation are required. Changes in assumptions could result in impairment.
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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All audit costs for the Company, for the current and prior year, are borne by Brenntag UK Limited, a fellow group company. There are no non-audit fees borne by the Company.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The Company has no employees (2024 - nil) other than the directors. In respect of their services to the Company, the directors are wholly remunerated through Brenntag UK Limited. A corporate services recharge has been made to recharge the administration costs borne by fellow subsidiaries on behalf of the Company. The total remuneration paid to the directors through Brenntag UK Limited was £637,000 (2024 - £701,000) with a further £31,000 (2024 - £28,000) in pension contributions.
The highest paid director received remuneration of £346,000 (2024 - £353,000).
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INCOME FROM SHARES IN GROUP UNDERTAKINGS
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Dividends received from subsidiary undertakings
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INTEREST RECEIVABLE AND SIMILAR INCOME
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Interest receivable from group companies
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Foreign exchange gains and gains on financial derivatives
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INTEREST PAYABLE AND SIMILAR EXPENSES
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Foreign exchange loss and loss on financial derivatives
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Interest payable to group companies
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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UK corporation tax charge on profit for the year
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Origination and reversal of timing differences
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of25% (2024 - 25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Non-tax deductible impairment
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Expenses not deductible for tax purposes
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Dividends from controlled companies
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Total tax/(credit) for the year
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Factors that may affect future tax charges
|
Deferred taxes at the balance sheet date have been measured at the standard rate of 25% and are reflected in these financial statements.
The Brenntag UK Holding group has made an assessment of the effect of Pillar Two and concluded that whilst indirectly impacted by the rules in Ireland and Mauritius, the impact is immaterial and hence there is no direct financial impact related to the UK entities from the introduction of the rules.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interim paid: 0p (2024: 153.91p) per £1 ordinary share
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No interim dividends for the financial year ended 31 December 2026 have been proposed or paid.
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Investments in subsidiary companies
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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Brenntag Chemicals Distribution (Ireland) Limited
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First Floor, Riverside Two, Sir John Rogerson's Quay, Dublin 2, Ireland
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Brenntag Inorganic Chemicals Limited
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Intermediate holding company
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Kluman and Balter Limited [1]
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Import and distribution of food and bakery ingredients
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Specialised solvents & oils
-
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Monarch Chemicals Limited [2]
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Wholesale of chemical products
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Wholesale of chemical products
-
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|
BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Direct subsidiary undertakings (CONTINUED)
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Solventis Holdings Limited [3]
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Intermediate holding company
-
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Lawrence Industries Limited
|
Lawrence House Apollo, Lichfield Industrial Estate, Tamworth, Staffordshire, B79 7TA
-
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Wholesale of chemical products
-
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Lawrence Industries Holdings Limited [4]
|
Lawrence House Apollo, Lichfield Industrial Estate, Tamworth, Staffordshire, B79 7TA
-
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Monarch Group Limited [2]
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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[1] The Company has recognised an impairment of £40,483,000 in respect of its investment in Kluman and Balter Limited. The impairment assessment was undertaken in light of recent trading performance and updated forecasts of future performance. Based on management's assessment of recoverable value, the carrying value of the investment has been written down accordingly.
[2] On 24 February 2025, as part of the ongoing group simplification project, Monarch Group was simplified. Monarch Chemicals (Holdings) Limited sold its shares in Monarch Chemicals Limited to the Company for market value of £27,198,710 in order to facilitate the liquidation of Monarch Chemicals (Holdings) Limited on 5 August 2025.
During the year Monarch Group Limited distributed the value of its assets as a dividend. An impairment of £27,198,710 was booked to reduce the value of the Company's investment in Monarch Group Limited. In addition to this £890,000 of investment value associated with investment costs paid by BUKH for acquiring Monarch Group Limited was repointed to Monarch Chemicals Limited. Monarch Group Limited was subsequently dissolved on 16 December 2025.
On 31 December 2025, Monarch Chemicals Limited transferred its trade and activities to another subsidiary Brenntag UK Limited at net book value. The investment value of Monarch Chemicals Limited in the books of the Company was £28,088,710. Under UK GAAP, where a transferring subsidiary has not been recompensed for the trade and assets at fair market value, the parent may adjust its cost of investment in the two subsidiaries to reflect the redistribution of value between the two entities. The value of the investment save for £1, £28,088,709, has therefore been reallocated to Brenntag UK Limited.
[3] On 22 July 2025, Solventis Holdings Limited was formally dissolved.
[4] On 9 September 2025, Lawrence Industries Holdings Limited was formally dissolved.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Intermediate holding company
-
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Multisol Mauritius Limited
|
Suite 510, 5th Floor Barkly Wharfe, Le Caudan Waterfront, Port-Louis, Mauritius
-
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Specialised solvents & oils
-
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Multisol South Africa (Pty) Limited
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3rd Floor, Tygervalley Chambers, One Willie Van Schoor Dr, Belville, 7550 Cape Town, South Africa
-
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Specialised solvents & oils
-
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Murgatroyd's Salt & Chemical Company Limited
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Eniseysjay Str, 1, Build 1, Moscow 129344, Russian Federation
-
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Specialised solvents & oils
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Wholesale of chemical products
-
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Kilfrost Europe Limited [6]
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Wholesale of chemical products
-
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Indirect subsidiary undertakings (CONTINUED)
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Manufacture of chemical products
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Solventis Solutions Limited
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Monarch Chemicals Ireland Limited [7]
|
First Floor, Riverside Two, Sir John Rogerson's Quay, Dublin 2, Ireland
-
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Wholesale of chemical products (application to strike off agreed 19 December 2024)
-
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Monarch Chemicals (Holdings) Limited [8]
|
Alpha House, Lawnswood Business Park, Redvers Close, Leeds, West Yorkshire, LS16 6QY
-
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Intermediate holding company
-
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[5] On 29 April 2025, Solventis UK Limited was formally dissolved.
[6] Kilfrost Europe Limited was placed into liquidation on 9 January 2026.
[7] On 10 December 2024, a resolution was passed to apply to have Monarch Chemicals Ireland Limited struck off, this was completed on 8 April 2025.
[8] On 5 August 2025, Monarch Chemicals (Holdings) Limited was formally dissolved.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts falling due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts falling due within one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest is charged at market rate and repayment terms are as stated in the respective loan agreements
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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CREDITORS: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Derivative financial instruments
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Amounts owed to group undertakings are unsecured, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.
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CREDITORS: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts owed to group undertakings are unsecured, interest is charged at market rate and repayment terms are as stated in the respective loan agreements.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Repayable other than by instalments
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Financial assets that are debt instruments measured at amortised cost
|
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Derivative financial instruments measured at fair value through profit or loss
|
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise cash at bank and in hand, amounts owed by group undertakings and other debtors.
|
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Derivative financial instruments measured at fair value comprise foreign currency contracts to mitigate the exchange risk of certain foreign currency liabilities. At 31 December 2025, the outstanding contracts all mature within 3 months (2024 - 3 months) of the balance sheet date.
The forward currency contracts are measured at fair value, which is determined using valuation techniques that utilise observable inputs. The key input used in valuing the derivative is GBP:EUR exchange rate at the balance sheet date.
The Company has no interest rate derivative financial instruments (2024 - none).
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Financial liabilities measured at amortised cost comprise amounts owed to group undertakings and other creditors.
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BRENNTAG UK HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
The deferred tax asset is made up as follows:
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Derivative financial instruments
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Allotted, called up and fully paid
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49,410,871 (2024 - 49,410,871) ordinary shares of £1 each
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RELATED PARTY TRANSACTIONS
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The Company is exempt under FRS 102 from disclosing related party transactions with members of the same group that are wholly owned. There have been no other related party transactions.
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The Company’s immediate parent company is Brachem France Holdings SAS which is registered in France.
The Company’s ultimate parent company and controlling entity is Brenntag SE which is incorporated in Germany.
Brenntag SE is the parent undertaking of the smallest and largest group to consolidate these financial statements at 31 December 2025. The consolidated financial statements of Brenntag SE are available from their registered office, at Messeallee 11, D-45131, Essen, Germany.
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