REGISTERED NUMBER: SC510943 (Scotland)

SANCERRE WELDING HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

to

4

Report of the Independent Auditors

5

to

8

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

to

30

DIRECTORS:

Paul Hugh Houston

Kim Margaret Murphy

SECRETARY:

Kim Margaret Murphy

REGISTERED OFFICE:

Innovation House

70 Montrose Avenue

Hillington Park

Glasgow

G52 4LA

REGISTERED NUMBER:

SC510943 (Scotland)

AUDITORS:

Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

BANKERS:

Barclays Bank Plc

Leicester servicing centre

Leicester

Leicestershire

LE87 2BB

SOLICITORS:

Holmes Mackillop

109 Douglas Street

Blythswood Square

Glasgow

G2 4HB

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

REVIEW OF BUSINESS

The key financial highlights are as follows:

2024

2023

2022

£

£

Turnover

18,290,644

16,285,638

11,830,793

Turnover growth/(decrease)

12%

38%

23%

Profit before tax

1,664,227

859,073

832,835

The net assets of the group have increased from £4,675,655 at 31st December 2023 to £5,734,841 at 31st December 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive pressure continues in the market place and the directors strive to ensure that margins and profitability remain consistent year on year.

In addition the directors seek to control overhead costs in order to maintain the profitability of the company.

FUTURE DEVELOPMENTS

The directors aim to maintain the management policies adopted during the year ended 31 December 2024 and consider the group is well placed to take advantage of opportunities which may arise in the current year.

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise bank balances, trade creditors, trade debtors and bank loans. The main purpose of these instruments is to finance the group's operations.

Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

ENVIRONMENT

The group recognises the importance of its environmental responsibilities, and has policies in place to manage its impact on the environment.

ON BEHALF OF THE BOARD:

Kim Margaret Murphy - Director

17 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of welding equipment and consumables for the working and handling of metals and other materials together with the provision of associated technical services.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £238,330 (2023 - £280,580).

DIRECTORS

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

Paul Hugh Houston

Kim Margaret Murphy

POLITICAL DONATIONS AND EXPENDITURE

No political donations have been made in the year. All expenditure relates to charity causes.

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.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Azets Audit Services, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Kim Margaret Murphy - Director

17 September 2025

Opinion

We have audited the financial statements of Sancerre Welding Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other 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 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 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 Report of the Auditors 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 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.

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 and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Alex Webb BAcc FCCA (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

Chartered Accountants

Statutory Auditor

Titanium 1

King's Inch Place

Renfrew

PA4 8WF

17 September 2025

TURNOVER

3

18,290,644

16,285,638

Cost of sales

(11,550,149

)

(10,408,500

)

GROSS PROFIT

6,740,495

5,877,138

Administrative expenses

(4,899,875

)

(4,628,417

)

1,840,620

1,248,721

Other operating income

10,000

-

OPERATING PROFIT

1,850,620

1,248,721

Income from other participating interests

39,511

-

1,890,131

1,248,721

Amounts written off investments

5

-

(116,783

)

1,890,131

1,131,938

Interest payable and similar expenses

6

(225,904

)

(272,865

)

PROFIT BEFORE TAXATION

7

1,664,227

859,073

Tax on profit

8

(366,711

)

2,057

PROFIT FOR THE FINANCIAL YEAR

1,297,516

861,130

Profit attributable to:

Owners of the parent

1,297,516

861,130

PROFIT FOR THE YEAR

1,297,516

861,130

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,297,516

861,130

Total comprehensive income attributable to:

Owners of the parent

1,297,516

861,130

FIXED ASSETS

Intangible assets

11

204,500

409,000

Tangible assets

12

1,280,985

1,436,317

Investments

13

440,503

400,992

1,925,988

2,246,309

CURRENT ASSETS

Stocks

14

7,078,919

6,025,923

Debtors

15

4,727,148

4,134,506

Cash at bank

269,316

480,599

12,075,383

10,641,028

CREDITORS

Amounts falling due within one year

16

7,105,654

6,707,483

NET CURRENT ASSETS

4,969,729

3,933,545

TOTAL ASSETS LESS CURRENT LIABILITIES

6,895,717

6,179,854

CREDITORS

Amounts falling due after more than one year

17

(954,313

)

(1,251,179

)

PROVISIONS FOR LIABILITIES

22

(206,563

)

(253,020

)

NET ASSETS

5,734,841

4,675,655

CAPITAL AND RESERVES

Called up share capital

23

100

100

Retained earnings

24

5,734,741

4,675,555

SHAREHOLDERS' FUNDS

5,734,841

4,675,655

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

Kim Margaret Murphy - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

3,810,000

3,810,000

3,810,000

3,810,000

CURRENT ASSETS

Debtors

15

345,359

252,365

CREDITORS

Amounts falling due within one year

16

2,384,743

2,291,749

NET CURRENT LIABILITIES

(2,039,384

)

(2,039,384

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,770,616

1,770,616

CAPITAL AND RESERVES

Called up share capital

23

100

100

Retained earnings

1,770,516

1,770,516

SHAREHOLDERS' FUNDS

1,770,616

1,770,616

Company's profit for the financial year

238,330

280,115

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

Kim Margaret Murphy - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

4,095,005

4,095,105

Changes in equity

Dividends

-

(280,580

)

(280,580

)

Total comprehensive income

-

861,130

861,130

Balance at 31 December 2023

100

4,675,555

4,675,655

Changes in equity

Dividends

-

(238,330

)

(238,330

)

Total comprehensive income

-

1,297,516

1,297,516

Balance at 31 December 2024

100

5,734,741

5,734,841

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

1,770,981

1,771,081

Changes in equity

Dividends

-

(280,580

)

(280,580

)

Total comprehensive income

-

280,115

280,115

Balance at 31 December 2023

100

1,770,516

1,770,616

Changes in equity

Dividends

-

(238,330

)

(238,330

)

Total comprehensive income

-

238,330

238,330

Balance at 31 December 2024

100

1,770,516

1,770,616

Cash flows from operating activities

Cash generated from operations

1

877,842

1,018,672

Interest paid

(201,812

)

(254,327

)

Interest element of hire purchase payments paid

(24,092

)

(18,538

)

Tax paid

(194,099

)

(58,767

)

Net cash from operating activities

457,839

687,040

Cash flows from investing activities

Purchase of tangible fixed assets

(112,374

)

(243,178

)

Purchase of fixed asset investments

(39,511

)

-

Sale of tangible fixed assets

21,055

33,739

Dividends received

39,511

-

Net cash from investing activities

(91,319

)

(209,439

)

Cash flows from financing activities

Loan repayments in year

(206,636

)

(206,793

)

Capital repayments in year

(40,061

)

(92,043

)

Amount withdrawn by directors

(92,776

)

(71,029

)

New hire purchase finance in year

-

200,740

Equity dividends paid

(238,330

)

(280,580

)

Net cash from financing activities

(577,803

)

(449,705

)

(Decrease)/increase in cash and cash equivalents

(211,283

)

27,896

Cash and cash equivalents at beginning of year

2

480,599

452,703

Cash and cash equivalents at end of year

2

269,316

480,599

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

1,664,227

859,073

Depreciation charges

446,593

449,425

Loss on disposal of fixed assets

4,558

38,364

Impairment of investment

-

116,783

Finance costs

225,904

272,865

Finance income

(39,511

)

-

2,301,771

1,736,510

Increase in stocks

(1,052,996

)

(1,022,912

)

Increase in trade and other debtors

(499,648

)

(1,060,874

)

Increase in trade and other creditors

128,715

1,365,948

Cash generated from operations

877,842

1,018,672

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 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

269,316

480,599

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

480,599

452,703

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

480,599

(211,283

)

269,316

480,599

(211,283

)

269,316

Debt

Finance leases

(239,443

)

40,061

(199,382

)

Debts falling due within 1 year

(207,116

)

562

(206,554

)

Debts falling due after 1 year

(1,012,090

)

206,074

(806,016

)

(1,458,649

)

246,697

(1,211,952

)

Total

(978,050

)

35,414

(942,636

)

1.	STATUTORY INFORMATION

Sancerre Welding Holdings Limited is a private company, limited by shares, registered in Scotland.The company's registered number is SC510943 and its registered office address is Innovation House, 70 Montrose Avenue, Hillington Park, Glasgow, G52 4LA.

The nature of the Company's operations and its principal activity is that of a holding company.

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.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The group financial statements consolidate the financial statements of Sancerre Welding Holdings Limited and its subsidiary undertakings drawn up to 31st December each year. No profit and loss account is presented for Sancerre Welding Holdings Limited in accordance with section 408 of the Companies Act 2006.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Consideration is given to the point at which the Company is entitled to receive the income, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Revenue from the provision of services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due;

- the costs incurred can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Plant and machinery

-

25% on cost and 10% on cost

Fixtures and fittings

-

10 - 25% on cost

Motor vehicles

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The Company 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 Company's balance sheet when the Company 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 debtors and cash and bank balances, are initially measured at transaction price including transactions costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 Company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.