REGISTERED NUMBER: 02413276 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UNIGLASS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

A A Barrell

D A Stoker

W Leary

D T Douglas

REGISTERED OFFICE:

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

BUSINESS ADDRESS:

5b Saddleback Road

Westgate Industrial Estate

Northampton

Northamptonshire

NN5 5HL

REGISTERED NUMBER:

02413276 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

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

REVIEW OF BUSINESS

The results for the period and financial position of the company are shown in the annexed financial statements.

The company produced a satisfactory financial performance during the year despite challenging conditions. Total turnover on continuing operations decreased from £10,583,334 to £8,419,49. Net profit before tax and impairments was £481,351 (2023: £1,057,843) representing a net margin of 5.7% (2023: 10.0%) on sales.

Cash flow generated from operations remains strong.

The company has experienced a slight slowdown, but there is now an increase activity and demand from its target markets.

In its ongoing endeavour to find opportunities to grow and diversify, the company continues to anticipate demand for and to import products not manufactured/supplied by UK domestic manufacturers.

PRINCIPAL RISKS AND UNCERTAINTIES

The company operates in a very competitive environment, achieving differentiation through product range and availability, timely and efficient service, quality and price.

The purchase cost of products is critical to the competitiveness of the business and is significantly affected by ocean freight rates, fluctuation in currency exchange rates and the maintenance of good relationships with primary suppliers.

Brexit continues to be a risk to the business, influencing supply, logistics and costs.

More recently, the inflationary effects of energy, labour and other costs have begun to have deflationary effects upon market demand.

SIGNED BY ORDER OF THE DIRECTORS:

D T Douglas - Director

25 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of glass processors, importers, wholesalers and distributors.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 £nil (2023: £258,000).

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 A Barrell

D A Stoker

W Leary

D T Douglas

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICES

The company's financial liabilities are inter-company debts plus trade and other payables. The company's financial assets are stocks, inter-company debtors and trade and other receivables.

The inter-company balances are controlled by directions received from the company's parent undertaking in order to minimise the group's exposure to borrowings and related costs, and to ensure sufficient funds are available for the company to meet its business needs.

The financial liabilities and assets are stated at fair value and after allowances for doubtful receivables.

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, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

SIGNED BY ORDER OF THE DIRECTORS:

D T Douglas - Director

25 September 2025

Opinion

We have audited the financial statements of Uniglass 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.

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 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 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 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

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.

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

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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.

Andrew Clifford (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

29 September 2025

TURNOVER

3

8,419,491

10,583,334

Cost of sales

6,471,613

8,109,255

GROSS PROFIT

1,947,878

2,474,079

Distribution costs

706,751

671,271

Administrative expenses

779,356

803,573

1,486,107

1,474,844

461,771

999,235

Other operating income

4

48,000

48,000

OPERATING PROFIT

6

509,771

1,047,235

Income from shares in group undertakings

-

8,290

Interest receivable and similar income

6,362

7,529

6,362

15,819

516,133

1,063,054

Amounts written off investments

8

-

169,000

516,133

894,054

Interest payable and similar expenses

9

28,832

5,211

PROFIT BEFORE TAXATION

487,301

888,843

Tax on profit

10

(5,429

)

8,761

PROFIT FOR THE FINANCIAL YEAR

492,730

880,082

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

492,730

Prior year adjustment

(1,992,900

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(1,112,818

)

FIXED ASSETS

Tangible assets

13

84,167

109,007

Investments

14

356,000

356,000

440,167

465,007

CURRENT ASSETS

Stocks

15

763,900

934,742

Debtors

16

1,808,293

1,216,846

Cash at bank and in hand

313,143

239,048

2,885,336

2,390,636

CREDITORS

Amounts falling due within one year

17

774,210

791,651

NET CURRENT ASSETS

2,111,126

1,598,985

TOTAL ASSETS LESS CURRENT LIABILITIES

2,551,293

2,063,992

PROVISIONS FOR LIABILITIES

19

18,213

23,642

NET ASSETS

2,533,080

2,040,350

CAPITAL AND RESERVES

Called up share capital

20

650,685

650,685

Merger relief reserve

21

279,315

279,315

Retained earnings

21

1,603,080

1,110,350

SHAREHOLDERS' FUNDS

2,533,080

2,040,350

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

D T Douglas - Director

Called up

Merger

share

Retained

relief

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

650,685

2,481,168

279,315

3,411,168

Prior year adjustment

-

(1,992,900

)

-

(1,992,900

)

As restated

650,685

488,268

279,315

1,418,268

Changes in equity

Dividends

-

(258,000

)

-

(258,000

)

Total comprehensive income

-

880,082

-

880,082

Balance at 31 December 2023

650,685

1,110,350

279,315

2,040,350

Changes in equity

Total comprehensive income

-

492,730

-

492,730

Balance at 31 December 2024

650,685

1,603,080

279,315

2,533,080

1.	STATUTORY INFORMATION

Uniglass 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions 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;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Uniglass Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 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, Oriole Glass Holdings Limited, Eagle House, 28 Billing Road, Northampton, Northants, NN1 5AJ.

Significant judgements and estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

Turnover

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

Tangible fixed assets

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

Leasehold property

-

10% on cost

Plant and machinery

-

10% on cost

Fixtures and fittings

-

15% - 33.3% on cost

The company's policy is to write off the book value of each tangible fixed asset over its estimated remaining life. Reviews are made periodically of the estimated remaining lives of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear.

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

Investments in subsidiaries

Investments in subsidiaries are initially recorded at cost. Where an acquisition satisfies the provisions of section 612 of the Companies Act 2006 for merger relief, the investment is stated at the nominal value of shares issued plus the fair value of any other consideration.

Investments in subsidiaries are subsequently measured at cost less impairment. Investments are re-evaluated at each year end for indicators of impairment.

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are translated at the exchange rate ruling at the date of transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date.

All exchange differences are taken to the profit and loss account.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

8,419,491

10,583,334

8,419,491

10,583,334

4.	OTHER OPERATING INCOME

2024

2023

£

£

Management charge receivable

48,000

48,000

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

570,880

559,713

Social security costs

67,093

66,397

Other pension costs

10,096

9,064

648,069

635,174

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

2024

2023

Distribution staff

6

5

Administrative staff

4

4

Management staff

3

3

13

12

2024

2023

£

£

Directors' remuneration

192,133

211,045

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

1

6.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Hire of plant and machinery

364

407

Other operating leases

212,206

183,554

Depreciation - owned assets

30,804

31,806

7.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

10,435

9,940

Fees for additional non audit services provided are disclosed in the consolidated accounts for the group.

8.

AMOUNTS WRITTEN OFF INVESTMENTS

2024

2023

£

£

Impairment of investments

-

169,000

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

28,832

5,211

10.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2024

2023

£

£

Deferred tax

(5,429

)

8,761

Tax on profit

(5,429

)

8,761

UK corporation tax has been charged at 25% (2023 - 23.50%).

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

487,301

888,843

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.500%)

121,825

208,878

Effects of:

Expenses not deductible for tax purposes

628

693

Capital allowances in excess of depreciation

(6,135

)

(7,571

)

Impairment

-

39,715

Dividends from group undertakings

-

(1,948

)

Deferred tax movement

(5,429

)

8,761

Group relief

(116,318

)

(239,767

)

Total tax (credit)/charge

(5,429

)

8,761

11.

DIVIDENDS

2024

2023

£

£

Interim

-

258,000

12.	PRIOR YEAR ADJUSTMENT

The prior period adjustment of £1,992,900 in the comparatives was an impairment of the company's investment in a subsidiary.

13.	TANGIBLE FIXED ASSETS

Fixtures

Leasehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

72,651

127,509

16,050

72,152

288,362

Additions

3,909

795

-

1,260

5,964

At 31 December 2024

76,560

128,304

16,050

73,412

294,326

DEPRECIATION

At 1 January 2024

50,116

77,916

11,729

39,594

179,355

Charge for year

4,453

8,519

1,126

16,706

30,804

At 31 December 2024

54,569

86,435

12,855

56,300

210,159

NET BOOK VALUE

At 31 December 2024

21,991

41,869

3,195

17,112

84,167

At 31 December 2023

22,535

49,593

4,321

32,558

109,007

14.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

356,000

NET BOOK VALUE

At 31 December 2024

356,000

At 31 December 2023

356,000

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

PJB Glass Group Limited

Registered office: Unit C, Cronin Road, Weldon South Industry, Corby, NN18 8AQ

Nature of business: Glass Merchants

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

£

Aggregate capital and reserves

254,564

331,234

Loss for the year

(1,076,671

)

(999,858

)

15.

STOCKS

2024

2023

£

£

Finished goods

763,900

934,742