REGISTERED NUMBER: 02450903 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Fernco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Mr C Cooper

Mr L A Pashley

Mr A J Williams

Mrs S Thompson

Mr D Millward

SECRETARY:

Mr A J Williams

REGISTERED OFFICE:

Endeavour Works

Newlands Way, Valley Park

Wombwell

Barnsley

S73 0UW

REGISTERED NUMBER:

02450903 (England and Wales)

AUDITORS:

Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

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

Fernco are a 30 year old group that designs, manufactures and supplies the most comprehensive range of drainage connections and water management solutions in the marketplace. With European subsidiary companies the group lead the global market by supplying infrastructure projects across the world.

The group's market focused approach brings innovation and customer service to the core of our culture and underpins the Fernco brand as a market leader. Fernco and its people are committed to adding value throughout its entire supply chain and use its product and service innovations to do so. Our aim is to grow our companies and all the business that we come into contact with. We focus heavily in developing a culture that nurtures and develops our people to achieve this.

REVIEW OF BUSINESS

Despite difficult market conditions, the group has still performed in 2024, increasing retained earnings.

KEY PERFORMANCE INDICATORS

The key financial performance indicators from continuing operations during the year were as follows:

2024

2023

£'000

£'000

Turnover

25,562

22,493

Gross profit

9,675

8,140

Gross profit margin

38%

36%

Operating profit

1,825

1,107

Operating profit margin

7%

5%

PRINCIPAL RISKS AND UNCERTAINTIES

The group has continued to consolidate and invest in its infrastructure.

There is still huge uncertainty around the world economy. World inflation, energy prices, and supply chain issues are all contributing to uncertainties in Fernco's market place. There appears to be a new culture encouraging less spending in order to mitigate the risks over these global uncertainties and this is to be considered by the group when publishing budgets for the new year and forecasting the short to long-term future. The directors have initiated cost saving measures and repositioned resources to minimise the ongoing effect of these challenges.

The group faces continuing uncertainty and risk as a result of the UK leaving the EU and all that potentially entails. The impact on exchange rates has already and will continue, to affect the trading position of the company.

The group has taken all measures it can to try to mitigate any risk arising from the UK leaving the EU. The group is also exposed to global supply demand and price fluctuation increases, which, like other risks, the company has put a strategy in place to minimise its impact.

FUTURE DEVELOPMENTS

The Group is heavily focussed on future investment in plant and machinery, technology and recruitment to facilitate increased turnover and to expand market share.

Fernco plans to continue its focus on new products & innovation in the next year.

ON BEHALF OF THE BOARD:

Mr A J Williams - Director

30 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 design and manufacture of flexible couplings.

DIVIDENDS

Dividends of £580,254 (2023: £nil) will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

This information is included within the strategic report.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the year end is given in the notes to the financial statements.

DIRECTORS

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

Mr C Cooper

Mr L A Pashley

Mr A J Williams

Mrs S Thompson

Mr D Millward

GOING CONCERN

In determining whether the Group and Company's annual financial statements can be prepared on a going concern basis, the Directors have considered the Company's business activities, together with the factors likely to affect its future development, performance and position. The review also includes the financial position of the Company and the wider Group that the Company is part of, their short term and long term cash flows, liquidity position and borrowing facilities.

The Directors confirm that, after due consideration they have a reasonable expectation that the Group and Company has adequate resources to continue in business for at least 12 months from the date of signing the financial statements. Accordingly, the annual report and financial statements for the year ended 31 December 2024 have been prepared on the going concern basis.

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, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A J Williams - Director

30 September 2025

Opinion

We have audited the financial statements of Fernco 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:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006, ISO 9001:2015, ISO 14001:2015, The Producer Responsibility Obligations Regulations 2007, The Packaging Regulations 2015, The Environmental Permitting Regulations 2016 and country specific certification schemes industry standards.

We understood how Fernco Limited is complying with those frameworks by making inquiries of management and the QHSE Manager who is responsible for company legislation and certification procedures.

We corroborated our enquiries through discussion with A Williams, the Director to identify any non-compliance with laws and regulations.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Company, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

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.

Melissa Bowers FCCA (Senior Statutory Auditor)

for and on behalf of Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

30 September 2025

TURNOVER

3

25,562,345

22,493,318

Cost of sales

(15,887,044

)

(14,352,364

)

GROSS PROFIT

9,675,301

8,140,954

Administrative expenses

(8,144,219

)

(7,391,558

)

1,531,082

749,396

Other operating income

4

297,374

357,327

OPERATING PROFIT

7

1,828,456

1,106,723

Interest receivable and similar income

38,097

131,271

1,866,553

1,237,994

Interest payable and similar expenses

9

(41,536

)

(45,626

)

PROFIT BEFORE TAXATION

1,825,017

1,192,368

Tax on profit

10

(542,872

)

(514,760

)

PROFIT FOR THE FINANCIAL YEAR

1,282,145

677,608

Profit attributable to:

Owners of the parent

1,282,145

677,608

PROFIT FOR THE YEAR

1,282,145

677,608

OTHER COMPREHENSIVE INCOME

Foreign currency translation

2,859

26,568

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

2,859

26,568

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,285,004

704,176

Total comprehensive income attributable to:

Owners of the parent

1,285,004

704,176

FIXED ASSETS

Intangible assets

13

36,144

46,294

Tangible assets

14

5,342,834

4,693,113

Investments

15

-

-

5,378,978

4,739,407

CURRENT ASSETS

Stocks

16

5,378,894

4,767,885

Debtors

17

4,995,532

4,305,592

Cash at bank and in hand

2,873,644

2,705,964

13,248,070

11,779,441

CREDITORS

Amounts falling due within one year

18

(4,715,991

)

(3,523,700

)

NET CURRENT ASSETS

8,532,079

8,255,741

TOTAL ASSETS LESS CURRENT LIABILITIES

13,911,057

12,995,148

CREDITORS

Amounts falling due after more than one year

19

(249,069

)

(114,722

)

PROVISIONS FOR LIABILITIES

22

(431,941

)

(355,129

)

NET ASSETS

13,230,047

12,525,297

CAPITAL AND RESERVES

Called up share capital

23

18,400

18,400

Retained earnings

24

13,211,647

12,506,897

SHAREHOLDERS' FUNDS

13,230,047

12,525,297

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

Mr A J Williams - Director

FIXED ASSETS

Intangible assets

13

15,437

25,587

Tangible assets

14

2,931,762

2,839,450

Investments

15

181,283

181,283

3,128,482

3,046,320

CURRENT ASSETS

Stocks

16

2,451,145

2,118,175

Debtors

17

6,281,106

6,262,984

Cash at bank

2,025,680

1,767,498

10,757,931

10,148,657

CREDITORS

Amounts falling due within one year

18

(2,779,011

)

(2,229,344

)

NET CURRENT ASSETS

7,978,920

7,919,313

TOTAL ASSETS LESS CURRENT LIABILITIES

11,107,402

10,965,633

CREDITORS

Amounts falling due after more than one year

19

(34,653

)

(114,722

)

PROVISIONS FOR LIABILITIES

22

(323,706

)

(295,211

)

NET ASSETS

10,749,043

10,555,700

CAPITAL AND RESERVES

Called up share capital

23

18,400

18,400

Retained earnings

24

10,730,643

10,537,300

SHAREHOLDERS' FUNDS

10,749,043

10,555,700

Company's profit for the financial year

773,597

474,569

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

Mr A J Williams - Director

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

18,400

11,802,721

-

11,821,121

Changes in equity

Total comprehensive income

-

704,176

-

704,176

Balance at 31 December 2023

18,400

12,506,897

-

12,525,297

Changes in equity

Dividends

-

(580,254

)

-

(580,254

)

Total comprehensive income

-

1,285,004

-

1,285,004

Balance at 31 December 2024

18,400

13,211,647

-

13,230,047

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

18,400

10,062,731

10,081,131

Changes in equity

Total comprehensive income

-

474,569

474,569

Balance at 31 December 2023

18,400

10,537,300

10,555,700

Changes in equity

Dividends

-

(580,254

)

(580,254

)

Total comprehensive income

-

773,597

773,597

Balance at 31 December 2024

18,400

10,730,643

10,749,043

Cash flows from operating activities

Cash generated from operations

1

2,188,132

2,830,881

Interest paid

(26,497

)

(34,418

)

Interest element of hire purchase payments paid

(15,039

)

(11,208

)

Tax paid

(430,028

)

(585,123

)

Net cash from operating activities

1,716,568

2,200,132

Cash flows from investing activities

Purchase of intangible fixed assets

-

(14,024

)

Purchase of tangible fixed assets

(1,271,736

)

(1,189,604

)

Sale of intangible fixed assets

-

2,263

Sales of tangible fixed assets

54,309

8,652

Interest received

38,097

131,271

Net cash from investing activities

(1,179,330

)

(1,061,442

)

Cash flows from financing activities

Loan repayments in year

303,843

-

Capital repayments in year

(96,006

)

10,025

Foreign currency movement

2,859

26,568

Equity dividends paid

(580,254

)

-

Net cash from financing activities

(369,558

)

36,593

Increase in cash and cash equivalents

167,680

1,175,283

Cash and cash equivalents at beginning of year

2

2,705,964

1,530,681

Cash and cash equivalents at end of year

2

2,873,644

2,705,964

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

31.12.24

31.12.23

£

£

Profit before taxation

1,825,017

1,192,368

Depreciation charges

498,390

427,650

Loss on disposal of fixed assets

3,496

15,826

Foreign currency movement

75,970

18,972

Finance costs

41,536

45,626

Finance income

(38,097

)

(131,271

)

2,406,312

1,569,171

(Increase)/decrease in stocks

(611,009

)

694,202

(Increase)/decrease in trade and other debtors

(689,940

)

106,965

Increase in trade and other creditors

1,082,769

460,543

Cash generated from operations

2,188,132

2,830,881

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

2,873,644

2,705,964

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

2,705,964

1,530,681

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

2,705,964

167,680

2,873,644

2,705,964

167,680

2,873,644

Debt

Finance leases

(139,237

)

96,006

(43,231

)

Debts falling due within 1 year

-

(89,427

)

(89,427

)

Debts falling due after 1 year

-

(214,416

)

(214,416

)

(139,237

)

(207,837

)

(347,074

)

Total

2,566,727

(40,157

)

2,526,570

1.	STATUTORY INFORMATION

Fernco 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 consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Going Concern

In determining whether the Group and Company's annual financial statements can be prepared on a going concern basis, the Directors have considered the Company's business activities, together with the factors likely to affect its future development, performance and position. The review also includes the financial position of the Company and the wider Group that the Company is part of, their short term and long term cash flows, liquidity position and borrowing facilities.

The Directors confirm that, after due consideration they have a reasonable expectation that the Group and Company has adequate resources to continue in business for at least 12 months from the date of signing the financial statements. Accordingly, the annual report and financial statements for the year ended 31 December 2023 have been prepared on the going concern basis.

Turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer, usually on despatch of the goods; the amount of revenue can be measured reliably; it is probable that the associated economic benefits with flow to the entity and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.