REGISTERED NUMBER: 12237968 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

SAFEVENT HOLDINGS LIMITED & SUBSIDIARIES

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

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:

J A Blackwell

K Gorman

R O Lincoln

SECRETARY:

R O Lincoln

REGISTERED OFFICE:

Unit 18 Kingsland Grange

Woolston

Warrington

Cheshire

WA1 4RW

REGISTERED NUMBER:

12237968 (England and Wales)

AUDITORS:

D.R.E. & Co. (Audit) Limited

7 Lower Brook Street

Oswestry

Shropshire

SY11 2HG

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

REVIEW OF BUSINESS

There was no one principal activity of the group in the year under review. Safevent Holdings Limited is a holding company which holds investments in subsidiaries.

The principal activities of the subsidiary companies can be found in note 13, the fixed asset investments note.

Key performance indicators

The group monitors its performance using key performance indicators. The group considers its main key performance indicators to be; like for like sales growth, gross margin percentage, as well as cash generation. Performance on these measures is in line with expectations of the board.

2024

2023

% change

£

£

Turnover

24,289,377

32,530,825

(25)%

Gross margin

33%

33%

0%

Operating profit

2,631,019

5,480,556

(52)%

Profit before tax

3,526,403

5,786,642

(39)%

The group became employee owned through the creation of an Employee Ownership Trust (EOT) on 5th September 2024. This significant milestone in the group's history will lead to sustainable growth and employee empowerment. It will also allow all employees to contribute and share in the future success of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a very competitive market which is a continuing risk and may result in contracts being lost to competitors. The group manages this risk by providing excellent service in all of its trading activities.

Financial risk management objectives and policies

Financial risk management objectives and policies The group's activities expose it to a number of financial risks including cash flow and liquidity risk. The board approves treasury policies, which are controlled on a day-to-day basis by senior management.

ON BEHALF OF THE BOARD:

R O Lincoln - Director

15 September 2025

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

DIVIDENDS

During the year and prior to the reconstruction and creation of the group, dividends were paid to the shareholders of Safevent Holdings Limited and Britplas Holdings Limited in the sum of £432,000.

RESEARCH AND DEVELOPMENT

The company continues to heavily invest in product development across all our proprietary products, employing a dedicated team of designers and engineers to continually deliver new innovations. There has been a significant investment in product testing as we seek to deliver the highest quality of products in conjunction with usability. Several key projects are due to be launched imminently having already released a range of new products in the trading year. This is further supported with continual investment in software and training for our design engineers.

FUTURE DEVELOPMENTS

The company's order book for 2025 and beyond shows a diverse mix across multiple sectors and internationally. This positions the company in a unique situation to capitalise on future opportunities in the specialist glazing and façade markets of the UK, North America, and Australia.

DIRECTORS

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

J A Blackwell

K Gorman

Other changes in directors holding office are as follows:

R O Lincoln was appointed as a director after 31 December 2024 but prior to the date of this report.

GROUP RESTRUCTURE

During the year the group was formed via a share for share exchange with businesses under common control of the company shareholders or indirect common control of the company shareholders. The transaction took place on 28th August 2024.

Shortly after the reconstruction the entire share captial was transferred via a sale to an Employee Ownership Trust.

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen, in accordance with s414C(11) of the Companies Act, to set out in the group's strategic report information regarding the review of business and a description of the principal risks and uncertainties facing the group.

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, D.R.E. & Co. (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R O Lincoln - Director

15 September 2025

Opinion

We have audited the financial statements of Safevent Holdings Limited & Subsidiaries (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 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 as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the client's operating sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to their knowledge of actual, suspected and alleged fraud; and

- reviewing the client's system notes and internal controls.

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;

- 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;

- reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Other matters which we are required to address

The accounting year to 31 December 2023 was unaudited. Accordingly we were unable to obtain audit evidence we considered necessary about the opening balances and comparative information as at 1st January 2024. Our opinion is not modified in respect of this matter.

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.

Francis Nock FCCA (Senior Statutory Auditor)

for and on behalf of D.R.E. & Co. (Audit) Limited

7 Lower Brook Street

Oswestry

Shropshire

SY11 2HG

15 September 2025

TURNOVER

4

24,289,377

32,530,825

Cost of sales

(16,205,170

)

(21,839,949

)

GROSS PROFIT

8,084,207

10,690,876

Administrative expenses

(5,739,294

)

(5,750,286

)

2,344,913

4,940,590

Other operating income

286,106

539,966

OPERATING PROFIT

6

2,631,019

5,480,556

Income from fixed asset investments

11,595

23,428

Interest receivable and similar income

370,713

131,081

3,013,327

5,635,065

Gain/loss on revaluation of assets

539,762

192,859

3,553,089

5,827,924

Interest payable and similar expenses

7

(26,686

)

(41,282

)

PROFIT BEFORE TAXATION

3,526,403

5,786,642

Tax on profit

8

(525,025

)

(986,311

)

PROFIT FOR THE FINANCIAL YEAR

3,001,378

4,800,331

Profit attributable to:

Owners of the parent

3,001,378

4,800,331

PROFIT FOR THE YEAR

3,001,378

4,800,331

OTHER COMPREHENSIVE INCOME

Contribution paid to EOT

(12,980,012

)

90

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(12,980,012

)

90

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(9,978,634

)

4,800,421

Total comprehensive income attributable to:

Owners of the parent

(9,978,634

)

4,800,421

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

3,127,111

2,549,153

Investments

13

618

1,863,337

3,127,729

4,412,490

CURRENT ASSETS

Stocks

14

1,382,202

1,065,038

Debtors

15

6,429,934

6,382,172

Cash at bank and in hand

3,006,614

10,057,629

10,818,750

17,504,839

CREDITORS

Amounts falling due within one year

16

7,230,497

4,998,332

NET CURRENT ASSETS

3,588,253

12,506,507

TOTAL ASSETS LESS CURRENT LIABILITIES

6,715,982

16,918,997

CREDITORS

Amounts falling due after more than one year

17

(224,068

)

(181,155

)

PROVISIONS FOR LIABILITIES

20

(254,219

)

(90,214

)

NET ASSETS

6,237,695

16,647,628

CAPITAL AND RESERVES

Called up share capital

21

901

200

Retained earnings

22

6,236,794

16,647,428

SHAREHOLDERS' FUNDS

6,237,695

16,647,628

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

R O Lincoln - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

267,951

267,250

267,951

267,250

CURRENT ASSETS

Debtors

15

900,180

-

Cash at bank

632

1,129,043

900,812

1,129,043

CREDITORS

Amounts falling due within one year

16

908,439

6,585

NET CURRENT (LIABILITIES)/ASSETS

(7,627

)

1,122,458

TOTAL ASSETS LESS CURRENT LIABILITIES

260,324

1,389,708

CAPITAL AND RESERVES

Called up share capital

21

901

200

Retained earnings

22

259,423

1,389,508

SHAREHOLDERS' FUNDS

260,324

1,389,708

Company's profit for the financial year

12,065,927

676,413

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

R O Lincoln - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

200

12,502,007

12,502,207

Changes in equity

Dividends

-

(655,000

)

(655,000

)

Total comprehensive income

-

4,800,421

4,800,421

Balance at 31 December 2023

200

16,647,428

16,647,628

Changes in equity

Issue of share capital

701

-

701

Dividends

-

(432,000

)

(432,000

)

Total comprehensive income

-

(9,978,634

)

(9,978,634

)

Balance at 31 December 2024

901

6,236,794

6,237,695

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

200

1,368,095

1,368,295

Changes in equity

Dividends

-

(655,000

)

(655,000

)

Total comprehensive income

-

676,413

676,413

Balance at 31 December 2023

200

1,389,508

1,389,708

Changes in equity

Issue of share capital

701

-

701

Dividends

-

(216,000

)

(216,000

)

Total comprehensive income

-

(914,085

)

(914,085

)

Balance at 31 December 2024

901

259,423

260,324

Cash flows from operating activities

Cash generated from operations

1

5,114,999

4,515,808

Interest paid

(5,747

)

(29,322

)

Interest element of hire purchase payments paid

(20,939

)

(11,960

)

Tax paid

(1,011,699

)

(114,675

)

Net cash from operating activities

4,076,614

4,359,851

Cash flows from investing activities

Purchase of tangible fixed assets

(51,140

)

(66,702

)

Purchase of fixed asset investments

(136,371

)

-

Sale of tangible fixed assets

47,000

19,800

Sale of fixed asset investments

2,138,227

421,235

Interest received

370,713

131,081

Dividends received

11,595

23,428

Net cash from investing activities

2,380,024

528,842

Cash flows from financing activities

Capital repayments in year

(96,432

)

(49,486

)

Amount introduced by directors

90

-

Share issue

701

-

Contribution to EOT

(12,980,012

)

82,397

Equity dividends paid

(432,000

)

(655,000

)

Net cash from financing activities

(13,507,653

)

(622,089

)

(Decrease)/increase in cash and cash equivalents

(7,051,015

)

4,266,604

Cash and cash equivalents at beginning of year

2

10,057,629

5,791,025

Cash and cash equivalents at end of year

2

3,006,614

10,057,629

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

31.12.24

31.12.23

(Unaudited)

£

£

Profit before taxation

3,526,403

5,786,642

Depreciation charges

177,143

144,957

Profit on disposal of fixed assets

(179,876

)

(369,609

)

Gain on revaluation of fixed assets

(539,762

)

(225,158

)

Finance costs

26,686

41,282

Finance income

(382,308

)

(154,509

)

2,628,286

5,223,605

(Increase)/decrease in stocks

(317,164

)

234,127

(Increase)/decrease in trade and other debtors

(47,852

)

8,836,346

Increase/(decrease) in trade and other creditors

2,851,729

(9,778,270

)

Cash generated from operations

5,114,999

4,515,808

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

3,006,614

10,057,629

Year ended 31 December 2023

31.12.23

1.1.23

(Unaudited)

£

£

Cash and cash equivalents

10,057,629

5,791,025

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.1.24

Cash flow

changes

At 31.12.24

£

£

£

£

Net cash

Cash at bank

and in hand

10,057,629

(7,051,015

)

3,006,614

10,057,629

(7,051,015

)

3,006,614

Debt

Finance leases

(256,490

)

96,432

-

(330,518

)

(256,490

)

96,432

-

(330,518

)

Total

9,801,139

(6,954,583

)

-

2,676,096