REGISTERED NUMBER: 07127090 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Stovax Group Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

A Compton

B O N Gunnarson

I D Padget

REGISTERED OFFICE:

Spitfire Avenue

Clyst Honiton

Exeter

Devon

EX5 2FR

REGISTERED NUMBER:

07127090 (England and Wales)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

BANKERS:

Danske Bank

London Branch

75 King William Street

London

EC4N 7DT

The directors present their strategic report for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS DEVELOPMENTS

Stovax Group Limited's principal activity was to hold investments in subsidiaries whose principal business activities during the year were the manufacture and distribution of domestic heating products, including solid fuel, gas, and electric stoves, fireplaces, chimney systems, gas and electric fuel-effect fires and associated accessories.

Details of the trading performance are outlined in the individual accounts of the subsidiaries and in those of Stovax Heating Group Limited, the company's parent undertaking.

During the year, the company disposed of its trading subsidiary investments to a fellow group company and therefore became dormant.

SUBSEQUENT EVENTS AND FUTURE DEVELOPMENTS

The directors have no plans for the company to recommence trading in the near future and as such, the company will be dormant.

KEY FINANCIAL PERFORMANCE INDICATORS

The directors do not use KPIs in measuring the performance of the company, as the trading performance of its subsidiaries are outlined in the individual accounts of the trading subsidiaries.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk to the company was an impairment in the value of its subsidiaries. Following the disposal of the company's trading subsidiaries during the year, this risk is no longer relevant to the company.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

As the company has become dormant during the year, risks previously articulated in this report are no longer relevant.

ON BEHALF OF THE BOARD:

I D Padget - Director

19 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £3,220,347.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

A Compton

B O N Gunnarson

I D Padget

Other changes in directors holding office are as follows:

S H O Axelsson - resigned 14 March 2024

DISCLOSURE IN THE STRATEGIC REPORT

Disclosures with regard to review of the business, principal risks and uncertainties, key performance indicators and future plans are included in the strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing 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;

-	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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for re-appointment at the forthcoming Annual General Meeting in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

I D Padget - Director

19 September 2025

Opinion

We have audited the financial statements of Stovax Group Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 Auditors' 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 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.

Emphasis of matter - not a going concern

We draw attention to note 3 of the financial statements, which explains that the financial statements have not been prepared on a going concern basis for the reasons set out in that note. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Strategic Report, Report of the Directors and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic Report, Report of the Directors and Financial Statements. Our opinion on the financial statements does not cover the other information and 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.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect irregularities.The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained a general understanding of the Company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company's industry and regulation.

We understand that the Company complies with the framework through:

- Outsourcing accounts preparation and tax compliance to external experts.

- Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.

- The Directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company's ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK Taxation Law

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- Made enquiries of management regarding compliance with laws and regulations and any known non-compliance in the year

- Obtaining written management representations regarding the adequacy of procedures in place.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

- Manipulation of the financial statements via fraudulent manual journal entries.

The procedures we carried out to gain evidence in the above areas included:

- Testing of manual journal entries, selected based on specific risk assessments applied based on the client processes and controls surrounding manual journals

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Matthew Barton BA (Hons) FCA CTA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

19 September 2025

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

3,000,000

4,000,000

PROFIT BEFORE TAXATION

3,000,000

4,000,000

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

3,000,000

4,000,000

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

3,000,000

4,000,000

FIXED ASSETS

Investments

8

-

220,347

CURRENT ASSETS

Cash at bank

1

-

NET CURRENT ASSETS

1

-

TOTAL ASSETS LESS CURRENT LIABILITIES

1

220,347

CAPITAL AND RESERVES

Called up share capital

9

1

198,900

Retained earnings

10

-

21,447

SHAREHOLDERS' FUNDS

1

220,347

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

I D Padget - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

198,900

21,447

220,347

Changes in equity

Dividends

-

(4,000,000

)

(4,000,000

)

Total comprehensive income

-

4,000,000

4,000,000

Balance at 31 December 2023

198,900

21,447

220,347

Changes in equity

Increase in share capital

1

-

1

Reduction in share capital

(198,900

)

198,900

-

Dividends

-

(3,220,347

)

(3,220,347

)

Total comprehensive income

-

3,000,000

3,000,000

Balance at 31 December 2024

1

-

1

1.	STATUTORY INFORMATION

Stovax Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have not been prepared on a going concern basis. During the year, the company disposed of its trading subsidiary investments to a fellow group company and therefore became dormant. The directors have no plans for the company to recommence trading in the near future and as such, the company will be dormant. There have been no changes reflected in the financial statements as a result of this.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Stovax Group Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, NIBE Industrier AB, Jarnvagsgatan 40, 285 37 Markayd, Sverige, Sweden.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at costs, less provision for impairment.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

There are not considered to be any criticial accounting judgements or key sources of estimation uncertainty in the preparation of these financial statements.

5.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was as follows:

2024

2023

Directors

3

4

The directors of the company are remunerated by Stovax Gazco Limited, a trading UK group undertaking.

Given the level of activity in the company, the amount attributable to management of its affairs by these directors is immaterial and accordingly no apportionment has been made. The total remuneration of these directors is disclosed in the accounts of Stovax Heating Group Limited and Stovax Gazco Limited.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

7.

DIVIDENDS

2024

2023

£

£

Interim dividend paid

3,000,000

4,000,000

Second interim dividend paid

220,347

-

3,220,347

4,000,000

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2024

220,347

Reclassification/transfer

(220,347

)

At 31 December 2024

-

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

220,347

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Stovax D1 Limited

Registered office: Stovax and Gazco, 3 Spitfire Avenue, Clyst Honiton, Exeter, England, EX5 2FR

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

Stovax D1 Limited was subsequently dissolved on 25 March 2025.

On 2nd September 2024, the company disposed of its investment in Gazco Limited, to Stovax Gazco Limited (formerly Stovax Limited) in exchange for share in Stovax Gazco Limited.

On 5th December 2024, the company disposed of its investment in Stovax Gazco Limited to Stovax Heating Group Limited being settled as a dividend in species.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Class:

2024

2023

2024

2023

Number

Number

£

Ordinary shares of £0.50

2

397,800

1

198,900

On 5th December 2024, 2 ordinary shares of £0.50 each were allotted, increasing share capital of the Company to £198,901.

Subsequently, on the same day, 397,800 ordinary shares of £0.50 each with a total nominal value of £198,900 were cancelled and extinguished, reducing the share capital of the Company to £1.

10.

RESERVES

Retained

earnings

£

At 1 January 2024

21,447

Profit for the year

3,000,000

Dividends

(3,220,347

)

Reduction in share capital

198,900

At 31 December 2024

-

11.	ULTIMATE CONTROLLING PARTY

The only UK group of which the company is a member of is Stovax Heating Group Limited, a company registered in England and Wales at the same address as this Company.

NIBE Industrier AB, whose address is Järnvägsgatan 40, 285 37 Markaryd, Sverige, a company registered in Sweden, is the controlling party and ultimate parent company. Consolidated accounts including Stovax Group Limited are prepared by NIBE Industrier AB and available from the same address.