REGISTERED NUMBER: 13202511 (England and Wales)

Hallmark Door Systems Group Limited

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

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

18

DIRECTORS:

P J Spencer

S Chapman

R Gray

M Green

D Wilson

M Whittaker

S Windas

REGISTERED OFFICE:

Valletta House

Valletta Street

Hedon Road

Hull

East Yorkshire

HU9 5NP

REGISTERED NUMBER:

13202511 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

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

Business

The company was incorporated on 15 February 2021.

The company has five wholly owned trading subsidiaries being Hallmark Group Holdings Limited, Hallmark Group Products Limited, Hallmark Panels Limited, Laminated Supplies Limited and Valletta Surplus Limited.

Hallmark Door Systems Group Limited is a holding company for the five manufacturing companies in the group. Hallmark Panels Limited manufacture laminated products, doors and door panels. Laminated Supplies Limited manufacture laminated products and Valletta Surplus Limited sells surplus goods.

On 29 October 2024, the company's entire share capital was acquired by Hallmark Doors Group Limited. Hallmark Doors Group Limited does not prepare accounts to 31 December 2024 and therefore Hallmark Doors Systems Group Limited prepares the consolidation information for the group.

REVIEW OF BUSINESS

The full results for the year are set out on page 9. The directors have paid an interim dividend amounting to £687,141 (2023: £716,809) and do not recommend payment of a final dividend (2023: nil).

The group has had a successful period, achieving an operating profit of £2,922,258 (2023: £3,199,809). The group is continuing to monitor costs closely to ensure it can continue to trade competitively and successfully in the future. Sufficient working capital is in place to support the group's activities.

The group maintain a number of key performance indicators in respect of sales growth, gross margin and circulation numbers.

The key financial and other performance indicators during the year were as follows:

2024

2023

2022

£

£

£

12 Month

Turnover

29,873,378

27,120,518

24,459,582

Profit before taxation

2,669,927

2,825,540

2,961,241

Equity shareholders' funds

5,922,710

4,918,319

3,673,489

PRINCIPAL RISKS AND UNCERTAINTIES

The group faces competition risk from other companies in the industry resulting in pressure to keep prices low whilst ensuring quality remains high. Another key risk is the performance of the UK and European economies.

FINANCIAL INSTRUMENTS

The group's principal financial instruments comprise bank balances, invoice discounting, trade debtors, trade creditors and asset finance agreements. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations.

Due to the nature of the financial instruments used by the group there is minimal exposure to price risk. The group's approach to managing other risks applicable to the financial instruments is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of invoice discounting facilities within the group.

In respect of bank loans, these comprise loans from financial institutions. The interest rates on the loans are variable and the monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

In respect of asset finance agreements, the interest rate and monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. This is also managed by the use of invoice discounting, which ensures reduced exposure to bad debts and also offers a funding facility for which interest and charges are made.

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

FUTURE OUTLOOK

New products are constantly being added to the group's comprehensive range to meet the demand of its customers.

The board believes that the company's strategy together with its experienced management will be a solid foundation for future successful performance.

ON BEHALF OF THE BOARD:

S Chapman - Director

23rd September 2025

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

DIVIDENDS

During the year interim dividends totalling £687,141(2023 £716,809) were paid. The directors recommend that no final dividends be paid.

DIRECTORS

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

P J Spencer

S Chapman

R Gray

Other changes in directors holding office are as follows:

B Sonley - resigned 29th October 2024

Ms V Petraityte - resigned 29th October 2024

M Hoe - resigned 15th July 2024

M Green - appointed 29th October 2024

D Wilson - appointed 29th October 2024

M Whittaker - appointed 29th October 2024

S Windas - appointed 29th October 2024

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 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, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Chapman - Director

23rd September 2025

Opinion

We have audited the financial statements of Hallmark Door Systems Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st 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 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 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 four, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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.

Michael Stocks FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

23rd September 2025

TURNOVER

29,873,378

27,120,518

Cost of sales

20,850,319

17,791,367

GROSS PROFIT

9,023,059

9,329,151

Administrative expenses

6,100,801

6,129,342

2,922,258

3,199,809

Other operating income

-

6,302

OPERATING PROFIT

4

2,922,258

3,206,111

Interest receivable and similar income

12,462

7,421

2,934,720

3,213,532

Interest payable and similar expenses

5

264,793

387,992

PROFIT BEFORE TAXATION

2,669,927

2,825,540

Tax on profit

6

978,395

863,901

PROFIT FOR THE FINANCIAL YEAR

1,691,532

1,961,639

Profit attributable to:

Owners of the parent

1,691,532

1,961,639

PROFIT FOR THE YEAR

1,691,532

1,961,639

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,691,532

1,961,639

Total comprehensive income attributable to:

Owners of the parent

1,691,532

1,961,639

FIXED ASSETS

Intangible assets

9

7,053,069

8,037,284

Tangible assets

10

3,991,390

3,003,337

Investments

11

-

-

11,044,459

11,040,621

CURRENT ASSETS

Stocks

12

2,550,661

2,397,646

Debtors

13

3,860,321

2,766,562

Cash at bank and in hand

562,910

2,120,796

6,973,892

7,285,004

CREDITORS

Amounts falling due within one year

14

7,760,459

7,657,317

NET CURRENT LIABILITIES

(786,567

)

(372,313

)

TOTAL ASSETS LESS CURRENT LIABILITIES

10,257,892

10,668,308

CREDITORS

Amounts falling due after more than one year

15

(3,545,744

)

(5,100,200

)

PROVISIONS FOR LIABILITIES

18

(789,438

)

(649,789

)

NET ASSETS

5,922,710

4,918,319

CAPITAL AND RESERVES

Called up share capital

19

2,533,751

2,536,751

Capital redemption reserve

20

3,000

-

Retained earnings

20

3,385,959

2,381,568

SHAREHOLDERS' FUNDS

5,922,710

4,918,319

The financial statements were approved by the Board of Directors and authorised for issue on 23rd September 2025 and were signed on its behalf by:

S Chapman - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

13,905,575

13,905,575

13,905,575

13,905,575

CURRENT ASSETS

Debtors

13

2,757,444

2,709,182

Cash at bank

1,110

1,793

2,758,554

2,710,975

CREDITORS

Amounts falling due within one year

14

9,299,956

9,074,006

NET CURRENT LIABILITIES

(6,541,402

)

(6,363,031

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,364,173

7,542,544

CREDITORS

Amounts falling due after more than one year

15

2,519,938

3,852,328

NET ASSETS

4,844,235

3,690,216

CAPITAL AND RESERVES

Called up share capital

19

2,536,750

2,536,750

Retained earnings

2,307,485

1,153,466

SHAREHOLDERS' FUNDS

4,844,235

3,690,216

Company's profit for the financial year

1,841,160

1,644,555

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 23rd September 2025 and were signed on its behalf by:

S Chapman - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2023

2,536,751

1,136,738

-

3,673,489

Changes in equity

Dividends

-

(716,809

)

-

(716,809

)

Total comprehensive income

-

1,961,639

-

1,961,639

Balance at 31st December 2023

2,536,751

2,381,568

-

4,918,319

Changes in equity

Purchase of own share capital

(3,000

)

-

3,000

-

Dividends

-

(687,141

)

-

(687,141

)

Total comprehensive income

-

1,691,532

-

1,691,532

Balance at 31st December 2024

2,533,751

3,385,959

3,000

5,922,710

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

2,536,750

225,720

2,762,470

Changes in equity

Dividends

-

(716,809

)

(716,809

)

Total comprehensive income

-

1,644,555

1,644,555

Balance at 31st December 2023

2,536,750

1,153,466

3,690,216

Changes in equity

Dividends

-

(687,141

)

(687,141

)

Total comprehensive income

-

1,841,160

1,841,160

Balance at 31st December 2024

2,536,750

2,307,485

4,844,235

Cash flows from operating activities

Cash generated from operations

1

3,648,848

2,778,691

Interest paid

(223,341

)

(348,803

)

Interest element of hire purchase payments paid

(41,452

)

(39,189

)

Tax paid

(851,628

)

(904,593

)

Net cash from operating activities

2,532,427

1,486,106

Cash flows from investing activities

Purchase of tangible fixed assets

(1,625,176

)

(439,389

)

Sale of tangible fixed assets

-

5,000

Interest received

12,462

(25,536

)

Net cash from investing activities

(1,612,714

)

(459,925

)

Cash flows from financing activities

Loan repayments in year

(787,525

)

(241,222

)

Withdrawals by participating interests

(927,977

)

-

Repayment of finance leases

490,416

-

Amount introduced by directors

-

478,712

Amount withdrawn by directors

(565,372

)

(6,667

)

Equity dividends paid

(687,141

)

(716,809

)

Net cash from financing activities

(2,477,599

)

(485,986

)

(Decrease)/increase in cash and cash equivalents

(1,557,886

)

540,195

Cash and cash equivalents at beginning of year

2

2,120,796

1,580,601

Cash and cash equivalents at end of year

2

562,910

2,120,796

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

2024

2023

£

£

Profit before taxation

2,669,927

2,825,540

Depreciation charges

1,619,163

524,215

Loss/(profit) on disposal of fixed assets

2,175

(3,885

)

-

984,215

Government grants

-

(5,702

)

Finance costs

264,793

387,992

Finance income

(12,462

)

(7,421

)

4,543,596

4,704,954

(Increase)/decrease in stocks

(153,015

)

626,553

Increase in trade and other debtors

(151,443

)

(273,836

)

Decrease in trade and other creditors

(590,290

)

(2,278,980

)

Cash generated from operations

3,648,848

2,778,691

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

562,910

2,120,796

Year ended 31st December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

2,120,796

1,580,601

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

2,120,796

(1,557,886

)

562,910

2,120,796

(1,557,886

)

562,910

Debt

Finance leases

(652,826

)

(490,416

)

(1,143,242

)

Debts falling due within 1 year

(255,319

)

(100,000

)

(355,319

)

Debts falling due after 1 year

(1,299,009

)

887,525

(411,484

)

(2,207,154

)

297,109

(1,910,045

)

Total

(86,358

)

(1,260,777

)

(1,347,135

)

1.	STATUTORY INFORMATION

Hallmark Door Systems 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 General Information page.

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.

Basis of consolidation

The group financial statements consolidate the financial statements of Hallmark Door Systems Group Limited and all its subsidiaries for the year ended 31 December 2024. The subsidiary undertakings have been accounted for under the acquisition method of accounting. No company Statement of Comprehensive Income is presented for Hallmark Group Holdings Limited as permitted by section 408 of the Companies Act 2006.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business is being amortised over its useful life of 10 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.

Development costs are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property

-

2% on cost

Long leasehold

-

10% on cost

Plant and machinery

-

20% on cost, 6.67% on cost, 5% - 15% on cost and 10% - 20% straight line

Fixtures and fittings

-

between 3 and 10 years

Motor vehicles

-

25% on cost and between 3 and 10 years

Stocks

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 items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.