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Registered number: 10046544










TRUFRAME LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
TRUFRAME LIMITED
 
 
COMPANY INFORMATION


Directors
D P Firmager 
P D Firmager 
J A Hall 




Company secretary
P Firmager



Registered number
10046544



Registered office
Unit 3 K,L,M
Hudson Road

Melton Mowbray

Leicestershire

LE13 1BS




Independent auditor
MHA

Statutory Auditors
11 Merus Court

Meridian Business Park

Leicester

LE19 1RJ





 
TRUFRAME LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 6
Independent Auditor's Report
 
7 - 10
Profit and Loss Account
 
11
Balance Sheet
 
12 - 13
Statement of Changes in Equity
 
14
Notes to the Financial Statements
 
15 - 35


 
TRUFRAME LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report on the Company for the year ended 31 December 2024.
The principal activity of the Company is that of the manufacture and supply of uPVC window and doors.

Business review
 
The Company continues to be 100% owned by Stamford Holdings Limited, who is the Company's immediate parent. The Company's ultimate parent is Aether Holdings Limited. 
Trading Performance 
The results for the year were considered satisfactory by the directors who expect continued growth for the foreseeable future.
The Company continued to increase its customer base during the year and made further capital investments in order to increase capacity and satisfy demand.
Tight cost control and continued improvements have ensured the Company has been able to maintain a strong gross profit margin of 35% for the year, an increase of 4.9% on the previous year. The Company is affected by the market price of Glass, hardware and uPVC inputs which are core to the manufacture and supply of its products.

Page 1

 
TRUFRAME LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
The directors consider effective risk management to be key to the future success of the Company and continually monitor systems and structure in order to measure, and limit risk. A key control is the day-to-day supervision of the business by the directors.
Price risk
The business may be affected by fluctuations in the price and supply of key materials driven by the devaluing sterling currency although purchasing practices seek to mitigate this risk where possible. 
Loss of key customers and suppliers
There is a risk over retaining the loyalty of key customers and suppliers. Considerable emphasis is devoted to maintaining service levels with customers and working closely with suppliers on logistical and quality issues to ensure that high levels of performance is achieved.
Credit risk
The inability of customers to pay amounts owing to the Company due to financial difficulties is a risk. To minimise this risk, the Company employs pro-active credit control techniques, such as applying appropriate credit limits and monitoring payment patterns and debt levels on a regular basis.
Economic Risk
The current uncertainty surrounding the economic climate makes future predictions difficult and presents a risk to all business. 
Going concern
After reviewing the Company's forecasts and projections, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial information.
No known additional bad debts have been identified relating to 2024.
Please refer to the basis of preparation of financial statements accounting policy at note 2.2 for further information. 

Financial key performance indicators
 
The key performance indicators of the Company are turnover, gross profit margin and net profits of which all can be evidenced on the face of the Profit and Loss Account.

Other key performance indicators
 
The directors consider the non-financial key performance indicators of the Company to be customer and staff retention and customer service levels including deliveries and quality control.

Page 2

 
TRUFRAME LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


This report was approved by the board and signed on its behalf.





................................................
P D Firmager
Director

Date: 29 September 2025

Page 3

 
TRUFRAME LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Results and dividends

The profit for the year, after taxation, amounted to £1,680,760 (2023 - £869,692).

During the year the directors recommended dividends amounting to £1,600,000 (2023 - £49,717).

Directors

The directors who served during the year were:

D P Firmager 
P D Firmager 
J A Hall 

Future developments

The directors are confident that with continued investment and strong customer relationships, further growth can be achieved in the coming year. 

Engagement with employees

During the year, the policy of providing employees with information about the Company has been continued through internal media methods through which employee’s views can be sought on issues which concern them. Throughout the Company there is close consultation between management and other employees on appropriate matters of concern, with a view to keeping employees informed about the progress of the Company’s business and the economic factors affecting it.

Disabled employees

The Company gives full consideration to applications from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disable person. Where existing employees become disabled, it is the Company’s policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees where appropriate. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

As part of a Group restructure, on 1 January 2025 Aether Holdings Limited left the Group and Stamford Holdings Limited became the ultimate parent undertaking of the Group. The ultimate controlling party continued to be P D Firmager.
There have been no other significant events affecting the Company since the year end.

Page 4

 
TRUFRAME LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Auditor

The auditor, MHA previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. 
 
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 5

 
TRUFRAME LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board and signed on its behalf.
 





................................................
P D Firmager
Director

Date: 29 September 2025

Unit 3 K,L,M
Hudson Road
Melton Mowbray
Leicestershire
LE13 1BS

Page 6

 
TRUFRAME LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUFRAME LIMITED
 

Opinion


We have audited the financial statements of Truframe Limited (the 'Company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including significant accounting policiesThe 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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.


Page 7

 
TRUFRAME LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUFRAME LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 is 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.


Page 8

 
TRUFRAME LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUFRAME LIMITED (CONTINUED)


Auditor's 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 an Auditor's Report 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance around actual, potential or suspected               litigation and claims, non-compliance with applicable laws and regulations and fraud;
Enquiry of entity staff in tax and compliance functions and internal advisors to identify any instances of                      non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal            entries and other adjustments for appropriateness, evaluating the business rationale of significant               transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance  with applicable laws and regulations; and
Discussions with engagement team in relation to how and where fraud might occur in the financial              statements and any potential indicators of fraud.


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.


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 Auditor's Report.


Page 9

 
TRUFRAME LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRUFRAME LIMITED (CONTINUED)


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 2006Our 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 an Auditor's Report 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.





Shelley Harvey FCCA (Senior Statutory Auditor)
 
for and on behalf of
MHA
 
Statutory Auditor


Leicester, 
United Kingdom

Date:
 
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542).
30 September 2025
Page 10

 
TRUFRAME LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
34,061,332
33,391,292

Cost of sales
  
(22,366,974)
(23,343,963)

Gross profit
  
11,694,358
10,047,329

Administrative expenses
  
(9,233,510)
(8,424,475)

Other operating income
 5 
335,717
110,657

Operating profit
 6 
2,796,565
1,733,511

Interest payable and similar expenses
 10 
(163,217)
(156,706)

Profit before tax
  
2,633,348
1,576,805

Tax on profit
 11 
(952,588)
(707,113)

Profit for the financial year
  
1,680,760
869,692

There are no items of other comprehensive income for 2024 or 2023 other than the profit for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 15 to 35 form part of these financial statements.

Page 11

 
TRUFRAME LIMITED
REGISTERED NUMBER: 10046544

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
1,247,029
2,743,462

Tangible assets
 14 
3,709,889
4,039,515

  
4,956,918
6,782,977

Current assets
  

Stocks
 15 
1,612,578
1,304,873

Debtors: amounts falling due within one year
 16 
5,742,316
5,013,176

Cash at bank and in hand
 17 
317,251
287,375

  
7,672,145
6,605,424

Current liabilities
  

Creditors: amounts falling due within one year
 18 
(7,313,291)
(7,706,858)

Net current assets/(liabilities)
  
 
 
358,854
 
 
(1,101,434)

Total assets less current liabilities
  
5,315,772
5,681,543

Creditors: amounts falling due after more than one year
 19 
(642,015)
(1,081,256)

Provisions for liabilities
  

Deferred tax
 22 
(526,359)
(533,649)

  
 
 
(526,359)
 
 
(533,649)

Net assets
  
4,147,398
4,066,638


Capital and reserves
  

Called up share capital 
 23 
100
100

Profit and loss account
  
4,147,298
4,066,538

  
4,147,398
4,066,638


Page 12

 
TRUFRAME LIMITED
REGISTERED NUMBER: 10046544
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
P D Firmager
Director

Date: 29 September 2025

The notes on pages 15 to 35 form part of these financial statements.

Page 13

 
TRUFRAME LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
100
3,246,563
3,246,663


Comprehensive income for the year

Profit for the year
-
869,692
869,692

Dividends: Equity capital
-
(49,717)
(49,717)



At 1 January 2024
100
4,066,538
4,066,638


Comprehensive income for the year

Profit for the year
-
1,680,760
1,680,760

Dividends: Equity capital
-
(1,600,000)
(1,600,000)


At 31 December 2024
100
4,147,298
4,147,398


The notes on pages 15 to 35 form part of these financial statements.

Profit and loss account
Includes all current year and prior period retained profits and losses.

Page 14

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Truframe Limited is a private company, limited by shares, domiciled in England and Wales, registration number 10046544. The registered office is Unit 3 K,L,M, Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS.
The principal activity of the entity is that of the manufacture and supply of uPVC windows and doors.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company remains profitable and continues to be profitable post year end. The Company has confirmed it's intention to support Aether Holdings Limited and other Group Companies for a period of 12 months from the signing of the financial statements. The support given to the Group Companies will not have a detrimental effect on the Company's ability to continue as a going concern. Based on continued profitability of the Company and access to working capital, the directors consider the Company has the ability to continue as a going concern for the next 12 months therefore continuing to adopt the going concern basis in preparing its financial statements. 

 
2.3

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Aether Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Unit 3 J,K,L,M, Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS.

Page 15

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Profit and Loss Account within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Profit and Loss Account on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 16

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Hire Purchase Agreements

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Profit and Loss Account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in the Profit and Loss Account in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Profit or Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 17

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and Loss Account over its useful economic life.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 18

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Profit and Loss Account during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line or reducing balance method.

Depreciation is provided on the following basis:

Plant and machinery
-
20.54% reducing balance per annum
Motor vehicles
-
33% reducing balance per annum
Fixtures and fittings
-
25% reducing balance per annum
Office equipment
-
25% straight line per annum
Computer equipment
-
50% straight line per annum
Assets under construction
-
not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and Loss Account.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Profit and Loss Account.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 19

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at transaction price, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to the Profit or Loss Account.

 
2.20

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Page 20

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)


Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the
Page 21

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.20
Financial instruments (continued)

effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
(i) Useful economic lives of intangible fixed assets
The directors consider the useful economic life of the goodwill included within these financial statements to be 7 years. The useful economic life and residual value are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments and the economic utilisation of the business. See note 2.12.
(ii) Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 2.13.
(iii) Work in progress
The Company estimates work in progress on the basis of the level of completion at the year end. A fixed percentage is applied to the total expected job costs of each job based on the level of completion assessed to determine the value of work in progress. The percentages applied are reassessed annually. See note 2.14.
(iv) Impairment of debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers facts including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 2.15.

Page 23

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Management charge
-
15,000

Manufacture of uPVC windows and doors
34,061,332
33,376,292

34,061,332
33,391,292


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
33,552,210
32,921,991

Rest of Europe
509,122
469,301

34,061,332
33,391,292



5.


Other operating income

2024
2023
£
£

Management charge
334,223
-

Sundry income
1,494
110,657

335,717
110,657



6.


Operating profit

The operating profit is stated after charging/(crediting):

2024
2023
£
£

Amortisation of intangible assets
1,496,433
1,496,434

Depreciation of fixed assets - owned by the Company
472,970
412,026

Depreciation of fixed assets - held under hire purchase agreements
437,320
618,883

Exchange differences
3
(1,346)

Loss on sale of tangible assets
6,365
8,487

Operating lease rentals
2,528
7,140

Page 24

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
21,500
20,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the ultimate parent company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
8,354,963
7,539,129

Social security costs
762,398
662,765

Cost of defined contribution scheme
167,476
149,254

9,284,837
8,351,148


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Production
234
234



Administration
58
58



Management
7
7

299
299

Page 25

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
43,013
59,561

Company contributions to defined contribution pension schemes
2,558
10,304

45,571
69,865


During the year retirement benefits were accruing to 3 directors (2023 - 3) in respect of defined contribution pension schemes.


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
34,518
32,825

Finance leases and hire purchase contracts
128,699
123,881

163,217
156,706


11.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
959,878
614,779

Total current tax
959,878
614,779

Deferred tax


Origination and reversal of timing differences (note 22)
(7,290)
92,334

Total deferred tax
(7,290)
92,334

Tax on profit
 
952,588
 
707,113
Page 26

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
2,633,348
1,576,805


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
658,337
394,201

Effects of:


Non-tax deductible amortisation of goodwill and impairment
375,338
376,171

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
14,926
18,512

Capital allowances for year in excess of depreciation
(5,662)
(130,935)

Qualifying loss on disposal of fixed assets
1,591
2,122

Changes in provisions leading to a decrease in the tax charge
(2,690)
(38,670)

Other differences leading to a (decrease)/increase in the tax charge
(935)
118,432

Group relief
(88,317)
(32,720)

Total tax charge for the year
952,588
707,113


Factors that may affect future tax charges

There are no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Ordinary dividends
1,600,000
49,717

1,600,000
49,717

Page 27

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets




Goodwill

£



Cost


At 1 January 2024
10,475,035



At 31 December 2024

10,475,035



Amortisation


At 1 January 2024
7,731,573


Charge for the year
1,496,433



At 31 December 2024

9,228,006



Net book value



At 31 December 2024
1,247,029



At 31 December 2023
2,743,462



Page 28

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets





Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Computer equipment

£
£
£
£
£



Cost or valuation


At 1 January 2024
7,006,960
1,299,316
13,377
184,574
301,792


Additions
80,520
417,836
1,832
66,848
21,244


Disposals
(491)
(83,142)
-
-
-



At 31 December 2024

7,086,989
1,634,010
15,209
251,422
323,036



Depreciation


At 1 January 2024
3,795,523
609,532
6,656
103,365
264,681


Charge for the year on owned assets
344,016
54,503
325
41,559
32,567


Charge for the year on financed assets
284,373
152,947
-
-
-


Disposals
(175)
(36,208)
-
-
-



At 31 December 2024

4,423,737
780,774
6,981
144,924
297,248



Net book value



At 31 December 2024
2,663,252
853,236
8,228
106,498
25,788



At 31 December 2023
3,211,437
689,784
6,721
81,209
37,111
Page 29

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           14.Tangible fixed assets (continued)


Assets under construction
Total

£
£



Cost or valuation


At 1 January 2024
13,253
8,819,272


Additions
39,634
627,914


Disposals
-
(83,633)



At 31 December 2024

52,887
9,363,553



Depreciation


At 1 January 2024
-
4,779,757


Charge for the year on owned assets
-
472,970


Charge for the year on financed assets
-
437,320


Disposals
-
(36,383)



At 31 December 2024

-
5,653,664



Net book value



At 31 December 2024
52,887
3,709,889



At 31 December 2023
13,253
4,039,515

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Plant and machinery
886,591
1,705,837

Motor vehicles
400,764
394,813

1,287,355
2,100,650

Page 30

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Stocks

2024
2023
£
£

Raw materials and consumables
1,293,394
1,081,390

Work in progress (goods to be sold)
319,184
223,483

1,612,578
1,304,873



16.


Debtors

2024
2023
£
£


Trade debtors
1,722,765
1,573,799

Amounts owed by group undertakings
3,326,983
2,759,416

Prepayments and accrued income
692,568
679,961

5,742,316
5,013,176



17.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
317,251
287,375

317,251
287,375


Page 31

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans (note 20)
-
87,538

Trade creditors
3,210,211
3,529,858

Amounts owed to group undertakings
101,294
1,174

Amounts owed to related parties
297,925
308,660

Corporation tax
789,050
625,961

Other taxation and social security
613,993
757,913

Obligations under finance lease and hire purchase contracts
515,376
752,227

Proceeds of factored debts
1,384,875
1,184,836

Other creditors
31,152
30,617

Accruals and deferred income
369,415
428,074

7,313,291
7,706,858


Lombard North Central PLC held a debenture dated 6 October 2020 over all the assets of the Company. This debenture was satisfied on 27 June 2024.
Santander UK PLC hold a debenture dated 28 October 2022 over all the assets of the Company. 
Bank loans of £nil (2023 - £87,538) and invoice discounting of £1,384,875 (2023 - £1,184,836) are secured against the assets of the Company. 
Hire purchase contracts of £515,376 (2023 - £752,227) are secured against the assets to which they relate.


19.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans (note 20)
-
128,672

Net obligations under finance leases and hire purchase contracts
642,015
952,584

642,015
1,081,256


Lombard North Central PLC held a debenture dated 6 October 2020 over all the assets of the Company. This debenture was satisfied on 27 June 2024.
Santander UK PLC hold a debenture dated 28 October 2022 over all the assets of the Company. 
Bank loans of £nil (2023 - £128,672) are secured against the assets of the Company. 
Hire purchase contracts of £642,015 (2023 - £952,584) are secured against the assets to which they relate.

Page 32

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
-
87,538

Amounts falling due 1-2 years

Bank loans
-
128,672



21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
515,376
752,227

Between 1-2 years
292,738
468,373

Between 2-5 years
349,277
484,211

1,157,391
1,704,811


22.


Deferred taxation




2024


£






At beginning of year
(533,649)


Charged to profit or loss (note 11)
7,290



At end of year
(526,359)

Page 33

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
22.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
529,762
538,708

Tax losses carried forward
-
(1,034)

Provisions
(3,403)
(6,093)

526,359
533,649


23.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100



24.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£
£


Contracted for but not provided in these financial statements
52,795
287,154

52,795
287,154


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund and amounted to £167,476 (2023 - £149,254). Contributions totalling £29,939 (2023 - £29,413) were payable to the fund at the balance sheet date and are included in other creditors. 

Page 34

 
TRUFRAME LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
1,508
2,528

Later than 1 year and not later than 5 years
1,131
2,639

2,639
5,167


27.


Related party transactions

The wholly owned subsidiaries of the Group are exempt from the requirements of Financial Reporting Standard 102, 33.1A, to disclose transactions with other members of the Group.


2024
2023
£
£

Balances due to other related parties
399,219
308,660
Management charges received from other related parties
67,677
15,000
Management charges paid to other related parties
57,302
27,780
Sales made to other related parties
161,178
116,913
Purchases made from other related parties
353,087
275,400


28.


Post balance sheet events

As part of a Group restructure, on 1 January 2025 Aether Holdings Limited left the Group and Stamford Holdings Limited became the ultimate parent undertaking of the Group. The ultimate controlling party continued to be P D Firmager.
There have been no other significant events affecting the Company since the year end.


29.


Controlling party

The immediate parent company is Stamford Holdings Limited, a company incorporated in England and Wales. The registered office for which is Unit 3 K,L,M, Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS. The ultimate parent undertaking of this Company is Aether Holdings Limited. The parent preparing the consolidated financial statements for the smallest group of which the Company is a member is Aether Holdings Limited. The registered office for which is Unit 3 J,K,L,M, Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS.
The ultimate controlling party is P D Firmager by virtue of his directorship and majority shareholding of the ultimate parent company.

 
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