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Registered Number:01548333 NORDAN UK LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
NORDAN UK LIMITED
COMPANY INFORMATION
Directors | C Greenwood
| G Irvine
| J Rasmussen
| W Murray
| P Hulse
| D Kroslid
Company secretary | C Sapsed
Registered number | 01548333
Registered office | 27 Old Gloucester Street
| London
| WC1N 3AX
Independent auditor | Anderson Anderson & Brown Audit LLP
| 81 George Street
| Edinburgh
| EH2 3ES
NORDAN UK LIMITED
CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 6
Directors' responsibilities statement | 7
Independent auditor's report | 8 - 11
Consolidated profit and loss account | 12
Consolidated balance sheet | 13
Company balance sheet | 14 - 15
Consolidated statement of changes in equity | 16
Company statement of changes in equity | 17
Consolidated statement of cash flows | 18 - 19
Consolidated analysis of net debt | 20
Notes to the financial statements | 21 - 42
NORDAN UK LIMITED
GROUP STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The directors are pleased to present Nordan’s Strategic Report, outlining our key business strategies, financial performance, and principal risks. This past year has been a period of both challenges and opportunities, where our resilience and commitment to excellence have enabled us to navigate dynamic market conditions successfully.
Business review
The past year has seen significant progress in our core business areas. Our focus on operational efficiency and customer satisfaction has resulted in strengthened market positioning. Key highlights include: ∙Expansion into New Markets: We have successfully entered new geographic regions, expanding our customer base and revenue streams. ∙Product Innovation: The introduction of new product lines has driven increased demand and customer engagement. ∙Operational Efficiency Enhancements: Implementation of advanced technologies and process improvements has optimized our Group production and logistics. ∙Sustainability Initiatives: Our commitment to environmental responsibility has led to the adoption of greener production methods from our Group factories and energy-efficient operations. ∙Strategic Investments: We have invested in new offices and showrooms in Exeter and London, alongside our innovation centre in Livingston ∙People and Growth: Our employees are at the heart of our success. We are committed to fostering a culture of collaboration, innovation, and continuous learning. Over the past year, we have expanded our professional development programs, enhanced leadership training, and introduced new initiatives to support employee well-being. We recognize the importance of diversity and inclusion in driving creativity and performance, and we will continue to build a workplace where everyone feels valued and empowered.
Principal risks and uncertainties
NorDan operates in a competitive and evolving environment, and we recognize the importance of proactive risk management to safeguard our business objectives. Our key risks include: 1.Market Volatility – Fluctuations in demand, supply chain disruptions, and economic uncertainties can impact our revenue streams. 2.Regulatory Compliance – Adapting to changing regulatory frameworks across different regions remains a challenge. 3.Operational Risks – Ensuring efficient production, delivery, and customer service is crucial to maintaining our market position. 4.Technological Advancements – Keeping pace with emerging innovations is vital for maintaining competitiveness and operational efficiency. 5.Financial Risks – Foreign exchange fluctuations, interest rate changes, and credit risks may affect our profitability. 6.Building Safety Act Concerns – We have and continue to closely monitor the potential impacts of the Building Safety Act, which has affected project progress and increased compliance costs. To mitigate these risks, we continue to implement strategic initiatives, including digital transformation, strengthening supplier relationships, and diversifying our product offerings.
Financial key performance indicators
NorDan measures its financial health and operational effectiveness through several key metrics: ∙Revenue Growth: Achieved a Year on Year increase of 13% in revenue, demonstrating strong market demand. ∙EBITA Margin: Improved to 10%, driven by strategic cost controls and increased productivity. Despite external uncertainties, our focus remains on sustainable growth, operational excellence, and delivering long-term value to stakeholders. Looking ahead, we are confident in our strategic direction and the opportunities that lie ahead for NorDan. Page 1
NORDAN UK LIMITED
GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Other key performance indicators
The business operated in a highly competitive market which results in constant pressure on project margins. Our estimating must be agile with professional market analysis to enable us to stay competitive within the marketplace. Consistent project reviews, price monitoring and market analysis help manage this risk. An economic downturn will have direct impact on the organisation's turnover. The organisation monitors economic conditions and will alter its strategies (including pricing, marketing and product offering) in response when required. The economic conditions can also impact the risk of debtor default which is managed though the use of robust credit setting procedures alongside debtor insurance.
Directors' statement of compliance with duty to promote the success of the Group
Section 172 (1) (a) to (f) requires the Group's directors to consider, both individually and collectively, that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole in the decisions taken during the current year. When making these decisions the directors have given regard to: • The likely consequences of any decisions on the long-term; • The interests of the Group’s employees; • The need to foster the Group’s business relationships with suppliers, customers and others; • The impact of the Group’s operations on the community and environment; • The desirability of the Group maintaining a reputation for high standards of business conduct and; • The need to act fairly between shareholders of the Group. The majority of stakeholder engagement is carried out by the board of directors who meet on a regular basis. The board considers and discusses information from across the organisation to help it understand the impact of the Group’s operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks, and legal and regulatory compliance. As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the directors to comply with their legal duty under section 172 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
................................................ G Irvine Director
Date: 7 March 2025
Page 2
NORDAN UK LIMITED
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Results and dividends
The profit for the year, after taxation, amounted to £4,776,973 (2023 - £4,264,637). During the year the company declared dividends of £6,000,000 (2023 - £2,500,000).
Directors
The directors who served during the year were:
C Greenwood
G Irvine
J Rasmussen
W Murray
P Hulse
D Kroslid
Engagement with employees
Staff are actively encouraged to be involved in company affairs in a wide variety of ways including informal meetings and regular webinars led by the directors. The NorDan Academy is integral to the development and progression of our existing staff. New employees receive induction training through our academy and all existing employees are encouraged in personal development.
Engagement with suppliers, customers and others
We are a group of businesses which is focused on serving our customers and their specific needs, accordingly we have a customer focused organisation which invests time in developing relationships with our customers and help them find solutions to the challenges they face regarding their building facades. Our supply chain is fundamental to the delivery of our services and products. We work closely with several key suppliers to build strong relationships and look to develop longer term agreements where possible. We pride ourselves on paying the supply chain in a timely manner. In addition to our customer and suppliers we seek to build strong relationships with multiple stakeholder groups including local authorities, trade associations, accreditation bodies. Our directors and senior management team take an active interest in these connections and take an active role in building and sustaining these relationships. Page 3
NORDAN UK LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Greenhouse gas emissions, energy consumption and energy efficiency action
Annual energy usage and associated greenhouse gas ("GHG") emissions are reported pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ("the 2018 Regulations") that came into force 1 April 2019. Organisational boundary In accordance with the 2018 Regulations, the energy use and associated GHG emissions are for those assets owned or controlled within the UK only as defined by operational boundary. This includes NorDan's sites including its head office in Livingston and company-owned vehicles. Environment and SECR compliance We fully recognise our responsibility to protect the environment and we have a strong environmental policy, objectives and guidelines in place which we review and update regularly. The Company complies with all regulations covering the processing and disposal of toxic & non-toxic waste and uses qualified licensed contractors for the collection and disposal of waste where appropriate. We make every effort to keep our neighbours in the local community safe from any potential harm caused by our activities by actively managing our emissions and waste. Scope 3 emissions are not included in the report as it is impractical to do so. UK energy use During the reporting period, the Company used a total of 1,184,838 kWh of energy and emitted a total of 297,178 tonnes of CO2e which is categorised as follows: Page 4
NORDAN UK LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024 Energy efficiency action We continue to be committed to improving our energy efficiency and have several policies to decrease energy usage where possible. For instance, all non-commercial vehicles in the fleet are now hybrid or fully electric, and in 2025 will include our commercial vehicles in this policy where possible. We encourage staff to use teleconferencing facilities where possible to minimise travel and use electronic tools for communication to limit paper consumption. All owned offices have energy efficient LED lighting installed, along with energy and water efficient fittings to minimise the environment impact here. We have fitted over 150 solar panels to our head office and have plans add panels to our other owned offices in 2025. Page 5
NORDAN UK LIMITED
DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditor
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 and the Group's auditor is 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 and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditor
The auditor, Anderson Anderson & Brown Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
G Irvine Director
Date: 7 March 2025
Page 6
NORDAN UK LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 7
NORDAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED
Opinion
We have audited the financial statements of NorDan UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated profit and loss account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 8
NORDAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)
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 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 7, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 9
NORDAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: ∙Management override of controls to manipulate the Company’s key performance indicators to meet targets ∙Timing of revenue recognition ∙Management judgements applied in calculating provisions ∙Compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading Our audit procedures to respond to these risks included: ∙Testing journal entries and other adjustments for appropriateness ∙Testing a sample of sales transactions, tracing to source documents and vouching recognition is in the correct period ∙Evaluating the business rationale of significant transactions outside the normal course of business ∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias ∙Enquiries of management about litigation and claims and inspection of relevant correspondence ∙Reviewing legal and professional fees to identify indicators of actual or potential litigation, cliams and any non-compliance with laws and regulations Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report. Page 10
NORDAN UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORDAN UK LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Stuart Rose (Senior statutory auditor) for and on behalf of Anderson Anderson & Brown Audit LLP Statutory Auditor 81 George Street Edinburgh EH2 3ES 7 March 2025 Page 11
NORDAN UK LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 4 | 95,530,164 | 84,451,622
Cost of sales |  | (73,209,182) | (65,455,853)
Gross profit |  | 22,320,982 | 18,995,769
Administrative expenses |  | (15,859,397) | (13,176,139)
Operating profit | 5 | 6,461,585 | 5,819,630
Interest receivable and similar income | 8 | 239,764 | 228,985
Interest payable and similar expenses | 9 | (154,129) | (42,366)
Profit before tax |  | 6,547,220 | 6,006,249
Tax on profit | 10 | (1,770,247) | (1,486,967)
Profit for the financial year |  | 4,776,973 | 4,519,282
Profit for the year attributable to: |  |  |
Non-controlling interests |  | - | 254,645
Owners of the parent |  | 4,776,973 | 4,264,637
|  | 4,776,973 | 4,519,282
There are no items of other comprehensive income for 2024 or 2023 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 21 to 42 form part of these financial statements.
Page 12
NORDAN UK LIMITED REGISTERED NUMBER:01548333
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 4,151 |  | 16,655
Tangible assets | 14 |  | 4,299,280 |  | 3,224,625
|  |  | 4,303,431 |  | 3,241,280
Current assets |  |  |  |  |
Stocks | 15 | 2,231,784 |  | 1,966,775 |
Debtors | 16 | 15,295,998 |  | 13,051,293 |
Cash at bank and in hand | 17 | 2,512,007 |  | 4,775,032 |
|  | 20,039,789 |  | 19,793,100 |
Creditors: amounts falling due within one year | 18 | (14,720,483) |  | (12,118,851) |
Net current assets |  |  | 5,319,306 |  | 7,674,249
Total assets less current liabilities |  |  | 9,622,737 |  | 10,915,529
Creditors: amounts falling due after more than one year | 19 |  | (1,834,848) |  | (1,961,699)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (120,105) |  | (63,019) |
|  |  | (120,105) |  | (63,019)
Net assets |  |  | 7,667,784 |  | 8,890,811
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 5,666,681 |  | 5,666,681
Profit and loss account |  |  | 2,001,103 |  | 3,224,130
Equity attributable to owners of the parent Company |  |  | 7,667,784 |  | 8,890,811
|  |  | 7,667,784 |  | 8,890,811
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ G Irvine
Director
Date: 7 March 2025
The notes on pages 21 to 42 form part of these financial statements. Page 13
NORDAN UK LIMITED REGISTERED NUMBER:01548333
COMPANY BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 14 |  | 3,855,353 |  | 2,799,482
Investments | 13 |  | 3,197,207 |  | 3,197,207
|  |  | 7,052,560 |  | 5,996,689
Current assets |  |  |  |  |
Stocks | 15 | 1,911,534 |  | 1,773,068 |
Debtors | 16 | 13,121,583 |  | 11,144,163 |
Cash at bank and in hand | 17 | 2,299,002 |  | 4,133,860 |
|  | 17,332,119 |  | 17,051,091 |
Creditors: amounts falling due within one year | 18 | (12,518,319) |  | (10,100,106) |
Net current assets |  |  | 4,813,800 |  | 6,950,985
Total assets less current liabilities |  |  | 11,866,360 |  | 12,947,674
Creditors: amounts falling due after more than one year | 19 |  | (1,834,848) |  | (1,944,272)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 23 | (119,006) |  | (61,855) |
|  |  | (119,006) |  | (61,855)
Net assets |  |  | 9,912,506 |  | 10,941,547
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 5,666,681 |  | 5,666,681
Profit and loss account brought forward |  | 5,274,866 |  | 3,730,662 |
Profit for the year |  | 4,970,959 |  | 4,044,204 |
Other changes in the profit and loss account |  | (6,000,000) |  | (2,500,000) |
Profit and loss account carried forward |  |  | 4,245,825 |  | 5,274,866
|  |  | 9,912,506 |  | 10,941,547
Page 14
NORDAN UK LIMITED REGISTERED NUMBER:01548333
COMPANY BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ G Irvine
Director
Date: 7 March 2025
The notes on pages 21 to 42 form part of these financial statements. Page 15
NORDAN UK LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Equity attributable to owners of parent Company | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 January 2023 | 5,666,681 | 4,066,373 | 9,733,054 | 273,475 | 10,006,529
Profit for the year | - | 4,264,637 | 4,264,637 | 254,645 | 4,519,282
Transactions with owners |  |  |  |  |
Dividends: Equity capital | - | (2,500,000) | (2,500,000) | - | (2,500,000)
Distributions to non-controlling interest | - | - | - | (105,000) | (105,000)
Acquisition of non-controlling interest | - | (2,606,880) | (2,606,880) | (423,120) | (3,030,000)
At 1 January 2024 | 5,666,681 | 3,224,130 | 8,890,811 | - | 8,890,811
Profit for the year | - | 4,776,973 | 4,776,973 | - | 4,776,973
Transactions with owners |  |  |  |  |
Dividends: Equity capital | - | (6,000,000) | (6,000,000) | - | (6,000,000)
At 31 December 2024 | 5,666,681 | 2,001,103 | 7,667,784 | - | 7,667,784
| The notes on pages 21 to 42 form part of these financial statements.
Page 16
NORDAN UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 5,666,681 | 3,730,662 | 9,397,343
Profit for the year | - | 4,044,204 | 4,044,204
Dividends: Equity capital | - | (2,500,000) | (2,500,000)
At 1 January 2024 | 5,666,681 | 5,274,866 | 10,941,547
Profit for the year | - | 4,970,959 | 4,970,959
Dividends: Equity capital | - | (6,000,000) | (6,000,000)
At 31 December 2024 | 5,666,681 | 4,245,825 | 9,912,506
| The notes on pages 21 to 42 form part of these financial statements.
Page 17
NORDAN UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 4,776,973 | 4,519,282
Adjustments for: |  |
Amortisation of intangible assets | 12,504 | 12,504
Depreciation of tangible assets | 746,323 | 596,602
Gain/(Loss) on disposal of tangible assets | (40,037) | (268)
Interest paid | 154,129 | 42,367
Interest received | (239,764) | (228,985)
Taxation charge | 1,770,247 | 1,486,967
(Increase)/decrease in stocks | (265,009) | 1,747,575
(Increase)/decrease in debtors | (2,225,395) | 2,662,072
Decrease/(increase) in amounts owed by groups | 2,251,906 | (2,163,890)
Increase/(decrease) in creditors | 337,664 | (585,829)
Corporation tax (paid) | (1,792,045) | (1,887,381)
Net cash generated from operating activities | 5,487,496 | 6,201,016
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (1,838,075) | (686,673)
Sale of tangible fixed assets | 57,135 | 5,430
Interest received | 239,764 | 228,985
HP interest paid | (14,589) | (8,692)
Net cash from investing activities | (1,555,765) | (460,950)
Page 18
NORDAN UK LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
|  | 2024 | 2023
|  | £ | £
Cash flows from financing activities |  |
New secured loans | - | 2,400,000
Repayment of loans | (145,992) | (229,030)
Repayment of/new finance leases | 90,776 | (73,072)
Dividends paid | (6,000,000) | (2,500,000)
Interest paid | (139,540) | (33,675)
Dividends paid to non-controlling interests | - | (105,000)
Payments made in relation to acquisition of non-controlling interest | - | (3,030,000)
Net cash used in financing activities | (6,194,756) | (3,570,777)
Net (decrease)/increase in cash and cash equivalents | (2,263,025) | 2,169,289
Cash and cash equivalents at beginning of year | 4,775,032 | 2,605,743
Cash and cash equivalents at the end of year | 2,512,007 | 4,775,032
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,512,007 | 4,775,032
| 2,512,007 | 4,775,032
The notes on pages 21 to 42 form part of these financial statements.
Page 19
NORDAN UK LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2024
|  | At 1 January 2024 | Cash flows | New finance leases | At 31 December 2024
|  | £ | £ | £ | £
Cash at bank and in hand | 4,775,032 | (2,263,025) | - | 2,512,007
Debt due after 1 year | (1,883,913) | 179,295 | - | (1,704,618)
Debt due within 1 year | (435,689) | (30,374) | - | (466,063)
Finance leases and hire purchase | (142,375) | 98,469 | (189,245) | (233,151)
| 2,313,055 | (2,015,635) | (189,245) | 108,175
The notes on pages 21 to 42 form part of these financial statements.
Page 20
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
NorDan UK Limited is a limited liability company incorporated in England. The registered office is 27 Old Gloucester Street, London, England, WC1N 3AX. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases. In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.
| 2.3 | Going concern
The directors have prepared financial projections that take account of information available on committed and anticipated order levels. The forecasts have also taken account of potential risks arising from the market and wider economic conditions and considered sensitivities arising from plausible downside scenarios. The financial projections demonstrate the Group is forecast to generate profits and cash in the year ending 31 December 2025 and beyond and that the Group has sufficient cash reserves to enable the Group to meet its obligations as they fall due for a period of at least 12 months from the date of signing of these financial statements. As such, the directors are satisfied that the Group has adequate resources to continue to operate for the foreseeable future and therefore continue to adopt the going concern basis for preparing these financial statements. Page 21
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 22
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
| 2.10 | 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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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. Page 23
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Intangible assets
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 the Group's share 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 Consolidated profit and loss account over its useful economic life. 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 cannot be made, the useful life shall not exceed ten years.
| 2.12 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 4% straight line
|  |  |  | Motor vehicles | - | 25-33% straight line
|  |  |  | Fixtures and fittings | - | 25% straight line
|  |  |  | Office equipment | - | 25-33% straight line
|  |  |  | Computer equipment | - | 25% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 24
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.14 | Stocks and work in progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs. Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related cost as contract activity progresses. Turnover comprises the value of work carried out during the year, including amounts not invoiced. Full provision is made for losses on all contracts in the year in which they are first foreseen.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | 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. In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.17 | 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. Page 25
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” and Section 12 “Other Financial Instruments Issues” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets 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 profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Page 26
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.19 | 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 27
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements. Impairment of debtors The Group makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors, historical experience and the financial standing of the customer. A provision for bad and doubtful debts has been accounted for within the trade debtors balance. Long-term contracts In recognising profit on long-term contracts that span the year end, an estimate is required of the expected margin on individual projects (where the final outcome can be assessed with reasonable certainty). The estimate is determined by using professional judgement and all information available at the time. Where a contract is identified as loss making, provision is recognised for the full and final extent of the expected losses. Judgement is exercised in quantifying future costs to complete a project to determine this loss provision.
4. | Turnover
| All turnover arose within the United Kingdom.
| The whole of the turnover is attributable to the supply and installation of windows. All turnover arose in the United Kingdom and Ireland.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 746,323 | 596,602
| Gain on sale of tangible fixed assets | (40,038) | (269)
| Auditor’s remuneration – audit services | 46,300 | 45,000
Page 28
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Wages and salaries | 8,245,842 | 7,149,993 | 7,504,001 | 6,606,463
| Social security costs | 901,674 | 803,970 | 835,707 | 750,848
| Cost of defined contribution scheme | 543,613 | 443,417 | 509,594 | 413,660
|  | 9,691,129 | 8,397,380 | 8,849,302 | 7,770,971
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Management and administration | 167 | 151
7. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 62,845 | 28,039
|  | 62,845 | 28,039
| During the year retirement benefits were accruing to 4 directors (2023 - 5) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £361,190 (2023 - £447,972).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £52,292 (2023 - £35,583).
8. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest receivable | 239,764 | 228,985
Page 29
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank interest payable | 128,506 | 28,102
| Other interest payable | 11,034 | 5,572
| Hire purchase interest payable | 14,589 | 8,692
|  | 154,129 | 42,366
10. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 1,715,509 | 1,528,918
| Adjustments in respect of previous periods | (2,348) | (89,222)
|  | 1,713,161 | 1,439,696
| Total current tax | 1,713,161 | 1,439,696
| Deferred tax |  |
| Origination and reversal of timing differences | 55,441 | (40,328)
| Adjustments to tax charge in respect of previous periods | 1,645 | 87,599
| Total deferred tax | 57,086 | 47,271
| Tax on profit | 1,770,247 | 1,486,967
Page 30
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 6,547,220 | 6,006,249
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%) | 1,636,805 | 1,412,670
| Effects of: |  |
| Fixed asset differences | 53,454 | 32,049
| Expenses not deductible for tax purposes | 80,691 | 45,307
| Adjustments to tax charge in respect of prior periods | (2,348) | (1,623)
| Adjustments to deferred tax charge in respect of prior periods | 1,645 | -
| Impact of deferred tax rate change | - | (1,436)
| Total tax charge for the year | 1,770,247 | 1,486,967
| Factors that may affect future tax charges
There were no factors that may affect future tax charges.
11. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends paid | 6,000,000 | 2,500,000
|  | 6,000,000 | 2,500,000
Page 31
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 4,551,344
| At 31 December 2024 | 4,551,344
| Amortisation |
| At 1 January 2024 | 4,534,689
| Charge for the year | 12,504
| At 31 December 2024 | 4,547,193
| Net book value |
| At 31 December 2024 | 4,151
| At 31 December 2023 | 16,655
Page 32
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 12.Intangible assets (continued)
| Company
|  | Goodwill
|  | £
| Cost |
| At 1 January 2024 | 4,426,344
| At 31 December 2024 | 4,426,344
| Amortisation |
| At 1 January 2024 | 4,426,344
| At 31 December 2024 | 4,426,344
| Net book value |
| At 31 December 2024 | -
| At 31 December 2023 | -
Page 33
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 3,197,207
| At 31 December 2024 | 3,197,207
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| NorDan Scandic Limited | 27 Old Gloucester Street, London, England, WC1N 3AX | Ordinary | 100%
Page 34
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
| Group
|  | Freehold property | Motor vehicles | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 January 2024 | 3,424,967 | 399,072 | 63,463 | 1,528,334 | 5,415,836
| Additions | 645,997 | 190,987 | 88,562 | 912,529 | 1,838,075
| Disposals | - | (161,884) | (54,522) | (119,237) | (335,643)
| At 31 December 2024 | 4,070,964 | 428,175 | 97,503 | 2,321,626 | 6,918,268
| Depreciation |  |  |  |  |
| At 1 January 2024 | 1,171,682 | 222,461 | 53,602 | 743,466 | 2,191,211
| Charge for the year on owned assets | 147,106 | 95,820 | 28,690 | 474,474 | 746,090
| Disposals | - | (145,383) | (53,730) | (119,200) | (318,313)
| At 31 December 2024 | 1,318,788 | 172,898 | 28,562 | 1,098,740 | 2,618,988
| Net book value |  |  |  |  |
| At 31 December 2024 | 2,752,176 | 255,277 | 68,941 | 1,222,886 | 4,299,280
| At 31 December 2023 | 2,253,285 | 176,611 | 9,861 | 784,868 | 3,224,625
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Motor vehicles | 235,369 | 153,108
|  | 235,369 | 153,108
Page 35
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 14.Tangible fixed assets (continued)
| Company
|  | Freehold property | Motor vehicles | Office equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2024 | 3,031,788 | 348,093 | 1,471,901 | 4,851,782
| Additions | 645,997 | 190,987 | 909,660 | 1,746,644
| Disposals | - | (161,883) | (117,261) | (279,144)
| At 31 December 2024 | 3,677,785 | 377,197 | 2,264,300 | 6,319,282
| Depreciation |  |  |  |
| At 1 January 2024 | 1,124,064 | 208,654 | 719,582 | 2,052,300
| Charge for the year on owned assets | 131,379 | 83,075 | 459,819 | 674,273
| Disposals | - | (145,383) | (117,261) | (262,644)
| At 31 December 2024 | 1,255,443 | 146,346 | 1,062,140 | 2,463,929
| Net book value |  |  |  |
| At 31 December 2024 | 2,422,342 | 230,851 | 1,202,160 | 3,855,353
| At 31 December 2023 | 1,907,724 | 139,439 | 752,319 | 2,799,482
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Motor vehicles | 210,941 | 115,935
|  | 210,941 | 115,935
Page 36
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Stocks
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Finished goods and goods for resale | 2,231,784 | 1,966,775 | 1,911,534 | 1,773,068
|  | 2,231,784 | 1,966,775 | 1,911,534 | 1,773,068
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
16. | Debtors
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Trade debtors | 12,938,216 | 12,047,153 | 11,002,594 | 10,122,343
| Amounts owed by group undertakings | 38,175 | 92,839 | 33,005 | 105,060
| Other debtors | 674,359 | 375,685 | 471,738 | 290,838
| Prepayments and accrued income | 1,360,496 | 535,616 | 1,316,365 | 498,304
| Amounts recoverable on long-term contracts | 265,442 | - | 265,442 | -
| Corporation Tax recoverable | 19,310 | - | 32,439 | 127,618
|  | 15,295,998 | 13,051,293 | 13,121,583 | 11,144,163
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Cash at bank and in hand | 2,512,007 | 4,775,032 | 2,299,002 | 4,133,860
Page 37
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank loans (Note 20) | 469,392 | 436,089 | 469,392 | 436,089
| Trade creditors | 1,587,963 | 990,166 | 1,489,907 | 899,692
| Amounts owed to group undertakings | 9,845,130 | 7,593,224 | 8,280,934 | 6,348,452
| Corporation tax | - | 59,573 | - | -
| Other taxation and social security | 337,956 | 363,839 | 309,518 | 328,443
| Obligations under finance lease and hire purchase contracts (Note 21) | 102,921 | 64,588 | 85,493 | 47,160
| Other creditors | 1,212,016 | 1,275,374 | 937,619 | 853,652
| Accruals and deferred income | 1,165,105 | 1,335,998 | 945,456 | 1,186,618
|  | 14,720,483 | 12,118,851 | 12,518,319 | 10,100,106
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Bank loans (Note 20) | 1,704,618 | 1,883,913 | 1,704,618 | 1,883,913
| Net obligations under finance leases and hire purchase contracts (Note 21) | 130,230 | 77,786 | 130,230 | 60,359
|  | 1,834,848 | 1,961,699 | 1,834,848 | 1,944,272
Page 38
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 469,392 | 436,089 | 469,392 | 436,089
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 469,293 | 417,094 | 469,293 | 417,094
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 1,235,325 | 1,466,819 | 1,235,325 | 1,466,819
|  | 2,174,010 | 2,320,002 | 2,174,010 | 2,320,002
| Bank loans consists of 3 facilities, repayable in monthly instalments over a 5 year term. Interest is charged daily at 0.95% over SONIA. Bank loans held by the company are secured by standard securities over freehold properties, fixed and floating charges over the assets of the company and guarantees from the parent company.
21. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Within one year | 102,921 | 65,953 | 85,493 | 47,160
| Between 1-5 years | 69,615 | 76,422 | 69,615 | 60,359
| Over 5 years | 60,615 | - | 60,615 | -
|  | 233,151 | 142,375 | 215,723 | 107,519
Page 39
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Financial instruments
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Financial assets |  |  |  |
| Financial assets measured at fair value through profit and loss | 2,512,007 | 4,775,032 | 2,299,002 | 4,133,860
| Financial assets measured at amortised cost | 13,241,833 | 12,139,992 | 11,301,041 | 10,227,403
| Financial liabilities |  |  |  |
| Financial liabilities measured at amortised cost | (13,840,254) | (11,045,766) | (12,160,574) | (9,675,665)
| Financial assets measured at fair value through profit or loss comprise of bank balances. Financial assets measured at amortised cost compromise of trade debtors, amounts recoverable on long term contracts, and amounts owed by group undertakings.
Financial liabilities measured at fair value through profit or loss comprise of trade creditors, bank loans, hire purchase liabilities and amounts owed to group undertakings
23. | Deferred taxation
| Group
|  | 2024
|  | £
| At beginning of year | (63,019)
| Charged to profit or loss | (57,086)
| At end of year | (120,105)
Page 40
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 23.Deferred taxation (continued)
| Company
|  | 2024
|  | £
| At beginning of year | (61,855)
| Charged to profit or loss | (57,151)
| At end of year | (119,006)
| The provision for deferred taxation is made up as follows:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Accelerated capital allowances | (177,906) | (107,382) | (174,494) | (100,343)
| Short term timing differences | 57,801 | 44,363 | 55,488 | 38,488
|  | (120,105) | (63,019) | (119,006) | (61,855)
Page 41
NORDAN UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Authorised, allotted, called up and fully paid |  |
|  | 5,666,681 (2023 - 5,666,681) Ordinary shares of £1.00 each | 5,666,681 | 5,666,681
25. | Pension commitments
The Group pays contributions to employees' personal pension plans. The pension costs charge represents contributions payable by the Group and amounted to £543,613 (2023 - £442,217). There were accrued contributions payable of £20,017 (2023 - £19,233) at the year end.
26. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group | Company | Company
|  | 2024 | 2023 | 2024 | 2023
|  | £ | £ | £ | £
| Not later than 1 year | 454,556 | 346,071 | 382,659 | 327,278
| Later than 1 year and not later than 5 years | 967,742 | 587,211 | 840,362 | 584,015
| Later than 5 years | 3,913,996 | 3,839,996 | 3,913,996 | 3,839,996
|  | 5,336,294 | 4,773,278 | 5,137,017 | 4,751,289
27. | Related party transactions
| Included within Other debtors is an amount of £NIL (2023: £36,665) due to the Group from a director in the year. The balance from the prior year has been paid off in full in 2024. The group has taken exemption from disclosing transactions between other group companies that are wholly owned subsidiaries of the of the parent company. A director received a dividend from a subsidiary company of £NIL (2023: £105,000).
28. | Controlling party
The immediate parent Company is NorDan Gruppen AS, a company incorporated in Norway. The ultimate parent Company and controlling party is Johs Rasmussen AS, a company incorporated in Norway. These financial statements are consolidated into the financial statements of Johs Rasmussen AS, which may be obtained from Bronnoysundregistrene, The Register of Annual Company Accounts, N- 8910, Bronnoysund, Norway.
Page 42