REGISTERED NUMBER: 00532505 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

SILENT GLISS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Independent Auditors' Report

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTORS:

B Bratschi

G Butler

M Lauper

REGISTERED OFFICE:

Pyramid Business Park

Poorhole Lane

Broadstairs

Kent

CT10 2PT

REGISTERED NUMBER:

00532505 (England and Wales)

AUDITORS:

Spain Brothers & Co

Chartered Accountants and Statutory Auditors

Westgate House

87 St Dunstans Street

Canterbury

Kent

CT2 8AE

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS

Overall financial performance during 2024 was impacted by challenging market conditions in the UK & Ireland. The turnover reported for the year was £21,565,723, a decrease of 2.8%. Despite the reduction in turnover the business was able to deliver pre-tax profit in line with the previous year.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The directors review and agree policies for managing each of the main financial risks (currency, liquidity and credit risk), and these risks and policies are summarised below.

CURRENCY RISK

The company is exposed to translation and foreign exchange risk. These risks are mitigated, where possible, by undertaking transactions with overseas customers and suppliers in sterling.

LIQUIDITY RISK

The company seeks to manage liquidity risk by ensuring sufficient cash is available to meet foreseeable needs and to invest cash assets safely.

CREDIT RISK

The company's principal financial assets are trade debtors from which a credit risk arises.

In order to manage this risk, the directors ensure that all new customers undergo third party credit checks and credit limits are set based on a combination of credit checks and payment history. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.

OUTLOOK

After a difficult couple of years, the fundamentals still point towards a return to growth in construction activity in 2025 and 2026 and a gradual improvement in UK economic activity. However, potential U.S. tariff disruptions pose a risk, potentially increasing costs and uncertainty, which could delay large projects and reduce business confidence.

Management is confident that our focus on developing the market for Silent Gliss premium window treatment solutions in the Residential (General Retail and High-end Residential) and Commercial construction market segments throughout the UK, Ireland and select Export territories, will deliver sufficient opportunities for the company to return to growth.

The company is well placed to capitalise on the increasing demand for motorised and automated shading solutions in smart buildings and will continue to invest in the development and supply of innovative, easily integrated, high-quality products

Additionally, the company will begin implementing a new ERP solution as part of its digital transformation efforts, to streamline and improve core business processes to further enhance overall customer support and service .

ON BEHALF OF THE BOARD:

G Butler - Director

30th June 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of suppliers, under licence, of specialised curtain track and blind systems.

DIVIDENDS

A final dividend of 269.005p per share was paid during the year. The total distribution of dividends for the year ended 31st December 2024 was £2,300,000.

DIRECTORS

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

B Bratschi

G Butler

M Lauper

No director had any beneficial interest in contracts with the company or group.

The members have passed a resolution to dispense with the requirement for directors to retire by rotation.

POLITICAL DONATIONS AND EXPENDITURE

Neither the company nor any of its subsidiaries made any political expenditure during the year.

DISCLOSURE IN THE STRATEGIC REPORT

Financial risk management objectives and policies have been covered in the strategic report on page 2.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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 group'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 group's auditors are aware of that information.

AUDITORS

The auditors, Spain Brothers & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Butler - Director

30th June 2025

Opinion

We have audited the financial statements of Silent Gliss Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st 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 Auditors' 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 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.

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 and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Auditors' Report thereon.

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.

In connection with our audit of the financial statements, 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 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 Group 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 Group 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 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 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 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 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 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.

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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.

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the group's and parent company's financial statements from our general commercial and industry experience and through discussion with the Directors and other management (as required by auditing standards). We determined that the most significant laws and regulations that are applicable to the group and parent company are:

-

those that relate to the form and content of the financial statements, such as the group accounting policies, UK Generally Accepted Accounting Practice and the UK Companies Act 2006; and

-

those that relate to the bank, such as mortgage covenant requirements.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

We gained an understanding of how the group and parent company is complying with these laws and regulations through discussions with the directors and other management about the policies and procedures regarding compliance with laws and regulations, and by observing the oversight of management, the culture of honesty and ethical behaviour.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered the following:

-

the nature of the industry and sector, control environment and business performance including directors' remuneration, bonus levels and performance targets;

-

results of our enquiries of management about their own identification and assessment of the risks of irregularities; and

-

any matters we identified having obtained and reviewed the group and parent company's policies and procedures relating to:

-

identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; and

-

detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud.

Our procedures to respond to the risks identified in performing the above included the following:

-

reviewing the financial statement disclosures and testing of supporting documentation to assess compliance with relevant laws and regulations described above as having a direct effect on the financial statements;

-

obtaining a detailed understanding of and performing process walkthroughs, tests of control and tests of detail, in relation to the group and parent company's revenue recognition systems;

-

performing tests of control and tests of detail to identify any fraud or error relating to bonuses and directors' remuneration;

-

enquiring of management concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

review of financial information provided by the company to the bank, to identify any instances of non-compliance with covenants through fraud or error;

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries; and

-

assessing whether judgements made in making accounting estimates are indicative of a potential bias

The above audit procedures were designed to provide reasonable assurance that the financial statements were free of fraud or error. These limited procedures did not identify actual or suspected non-compliance.

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 Auditors' Report.

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 Auditors' 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.

Paul Flood BFP FCA (Senior Statutory Auditor)

for and on behalf of Spain Brothers & Co

Chartered Accountants and Statutory Auditors

Westgate House

87 St Dunstans Street

Canterbury

Kent

CT2 8AE

30th June 2025

TURNOVER

3

21,565,723

22,180,846

Raw materials and consumables

9,261,069

9,807,755

Other external expenses

2,014,415

2,101,358

11,275,484

11,909,113

10,290,239

10,271,733

Staff costs

4

4,973,613

4,913,000

Depreciation

158,942

143,369

Other operating expenses

2,227,042

2,299,069

7,359,597

7,355,438

OPERATING PROFIT

5

2,930,642

2,916,295

Interest receivable and similar income

44,395

27,709

2,975,037

2,944,004

Interest payable and similar expenses

6

76,598

74,759

PROFIT BEFORE TAXATION

2,898,439

2,869,245

Tax on profit

7

755,482

737,164

PROFIT FOR THE FINANCIAL YEAR

2,142,957

2,132,081

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,142,957

2,132,081

Profit attributable to:

Owners of the parent

2,142,957

2,132,081

Total comprehensive income attributable to:

Owners of the parent

2,142,957

2,132,081

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

2,611,511

2,729,060

Investments

12

-

-

2,611,511

2,729,060

CURRENT ASSETS

Stocks

13

2,823,421

2,896,506

Debtors

14

3,873,870

4,385,760

Cash at bank

1,182,060

763,880

7,879,351

8,046,146

CREDITORS

Amounts falling due within one year

15

2,421,629

2,264,324

NET CURRENT ASSETS

5,457,722

5,781,822

TOTAL ASSETS LESS CURRENT LIABILITIES

8,069,233

8,510,882

CREDITORS

Amounts falling due after more than one year

16

(1,215,028

)

(1,491,113

)

PROVISIONS FOR LIABILITIES

21

(146,748

)

(155,269

)

NET ASSETS

6,707,457

6,864,500

CAPITAL AND RESERVES

Called up share capital

22

855,000

855,000

Capital redemption reserve

23

45,000

45,000

Retained earnings

23

5,807,457

5,964,500

SHAREHOLDERS' FUNDS

6,707,457

6,864,500

The financial statements were approved by the Board of Directors and authorised for issue on 30th June 2025 and were signed on its behalf by:

G Butler - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

2,610,463

2,728,619

Investments

12

300,000

300,000

2,910,463

3,028,619

CURRENT ASSETS

Stocks

13

2,823,421

2,896,506

Debtors

14

3,328,173

3,932,975

Cash at bank

760,355

497,821

6,911,949

7,327,302

CREDITORS

Amounts falling due within one year

15

2,136,408

2,111,488

NET CURRENT ASSETS

4,775,541

5,215,814

TOTAL ASSETS LESS CURRENT LIABILITIES

7,686,004

8,244,433

CREDITORS

Amounts falling due after more than one year

16

(1,215,028

)

(1,491,113

)

PROVISIONS FOR LIABILITIES

21

(146,748

)

(155,269

)

NET ASSETS

6,324,228

6,598,051

CAPITAL AND RESERVES

Called up share capital

22

855,000

855,000

Capital redemption reserve

23

45,000

45,000

Retained earnings

23

5,424,228

5,698,051

SHAREHOLDERS' FUNDS

6,324,228

6,598,051

Company's profit for the financial year

2,026,177

2,003,259

The financial statements were approved by the Board of Directors and authorised for issue on 30th June 2025 and were signed on its behalf by:

G Butler - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

855,000

3,832,419

45,000

4,732,419

Changes in equity

Total comprehensive income

-

2,132,081

-

2,132,081

Balance at 31st December 2023

855,000

5,964,500

45,000

6,864,500

Changes in equity

Dividends

-

(2,300,000

)

-

(2,300,000

)

Total comprehensive income

-

2,142,957

-

2,142,957

Balance at 31st December 2024

855,000

5,807,457

45,000

6,707,457

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

855,000

3,694,792

45,000

4,594,792

Changes in equity

Total comprehensive income

-

2,003,259

-

2,003,259

Balance at 31st December 2023

855,000

5,698,051

45,000

6,598,051

Changes in equity

Dividends

-

(2,300,000

)

-

(2,300,000

)

Total comprehensive income

-

2,026,177

-

2,026,177

Balance at 31st December 2024

855,000

5,424,228

45,000

6,324,228

Cash flows from operating activities

Cash generated from operations

1

3,772,483

1,304,948

Interest paid

(76,598

)

(74,759

)

Tax paid

(712,754

)

(825,207

)

Net cash from operating activities

2,983,131

404,982

Cash flows from investing activities

Purchase of tangible fixed assets

(41,393

)

(103,741

)

Interest received

44,395

27,709

Net cash from investing activities

3,002

(76,032

)

Cash flows from financing activities

Loan repayments in year

(267,953

)

(260,184

)

Equity dividends paid

(2,300,000

)

-

Net cash from financing activities

(2,567,953

)

(260,184

)

Increase in cash and cash equivalents

418,180

68,766

Cash and cash equivalents at beginning of year

2

763,880

695,114

Cash and cash equivalents at end of year

2

1,182,060

763,880

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit for the financial year

2,142,957

2,132,081

Depreciation charges

158,942

143,149

Loss on disposal of fixed assets

-

221

Finance costs

76,598

74,759

Finance income

(44,395

)

(27,709

)

Taxation

755,482

737,164

3,089,584

3,059,665

Decrease/(increase) in stocks

73,085

(272,563

)

Decrease/(increase) in trade and other debtors

465,498

(327,585

)

Increase/(decrease) in trade and other creditors

144,316

(1,154,569

)

Cash generated from operations

3,772,483

1,304,948

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,182,060

763,880

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

763,880

695,114

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

763,880

418,180

1,182,060

763,880

418,180

1,182,060

Debt

Debts falling due within 1 year

(268,061

)

(8,132

)

(276,193

)

Debts falling due after 1 year

(1,491,113

)

276,085

(1,215,028

)

(1,759,174

)

267,953

(1,491,221

)

Total

(995,294

)

686,133

(309,161

)

1.	STATUTORY INFORMATION

Silent Gliss 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 General Information page.

The financial statements are presented in sterling which is the functional currency of the company. There is no rounding.

The nature of the company's operations and principal activities is that of suppliers, under licence, of specialised curtain track and blind systems.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Basis of consolidation

The group financial statements comprise the accounts of the company and its subsidiary made up to the company's financial year end.

Significant judgements and estimates

In applying the accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated judgements are based on historical experience and other factors that are considered to be relevant.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods.

The significant estimates where directors judgements have been applied are:

Stock provision - amounts are provided for excess stock held that is not expected to be used in the next 12 months based on sales in the year.

Bad debt provision - amounts are provided on an individual customer basis given historical experience of the debtors.

Depreciation - depreciation is provided at the rates disclosed on page 16. Useful lives of assets are estimated based on industry averages and historic data.

Bonuses provision - amounts are provided for performance related bonuses awarded but not paid at the year end.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised when risks and rewards are transferred on despatch of goods.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intellectual property rights are being amortised evenly over their estimated useful life of eight years.