Oriole Glass Holdings Limited - Limited company accounts 25.1

REGISTERED NUMBER: 11030365 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ORIOLE GLASS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Statement of Financial Position

11

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Statement of Cash Flows

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

A A Barrell

W Leary

D A Stoker

L Barrell

L Knetemann

J E Tenderini

REGISTERED OFFICE:

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

REGISTERED NUMBER:

11030365 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited, Statutory Auditor

Eagle House

28 Billing Road

Northampton

NN1 5AJ

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

REVIEW OF BUSINESS

The results for the year and financial position of the group are as shown in the annexed financial statements.

Turnover increased 14% on the prior year to £21.6m (2023: 19.0m). However, due to rising material costs and high energy costs, the gross margin has reduced by 3.8% in the year and the group has recorded a pre-tax loss of £989k (2023: £105k loss).

Conditions in the UK market (where the group has its biggest operations) have continued to be very difficult, with the UK construction industry continuing to suffer from the political uncertainties surrounding Brexit, global supply constraints, and substantial increases in energy costs.

The outlook for the coming financial year is cautious, as the group as a whole looks to expand its operations, grow revenue and reduce costs.

During the year the group acquired a 50% interest in Glasimport Greenhouses BV, a company registered in The Netherlands.

The group continues to look for opportunities to expand and diversify within its specialist area.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks arising from the group's activities are foreign currency, interest rates, liquidity and credit risks.

Foreign currency risk

The group has exposure to foreign currency risk on the net assets of its foreign subsidiaries and as a result of engaging in transactions denominated in foreign currencies arising from its trading activities in the course of business. The main currencies that give rise to such risk are the Euro and US Dollar.

The group monitors exchange rate movements to ensure that this risk is kept within an acceptable level. This exposure is not hedged by any financial instruments.

Interest rate risk

The group is exposed to cash flow interest rate risk through the impact of rate changes on the group's variable rate borrowings. The group's policy in managing this risk is to obtain the most favourable interest rates available without increasing its exposure to foreign currency risk to any significant extent.

Liquidity risk

This is the risk of the group being unable to meet its cash flow obligations as and when they fall due.

In the management of liquidity risk, the group monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the group's operations and mitigate the effects of fluctuations in cash flows.

Credit risk

Credit risk, or the risk of counter-parties defaulting, is managed through the application of credit approvals, credit limits and monitoring procedures. Surplus cash is placed only with financial institutions which are regulated.

The carrying amounts of bank balances and trade receivables represent the group's maximum exposure to credit risk in relation to financial assets. No other financial assets carry a significant exposure to credit risk.

KEY PERFORMANCE INDICATORS

The directors consider that turnover, gross profit and net profit before tax are the key performance indicators of the business. These key performance indicators are commercially sensitive and are closely monitored internally.

SIGNED BY ORDER OF THE DIRECTORS:

W Leary - 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 ACTIVITIES

The principal activities of the group in the year under review were those of glass processors, importers, wholesalers and distributors.

DIVIDENDS

Interim dividends per share were paid during the year as follows:

Ordinary £1 - £21.13

A Ordinary £1 - £0.00

The total distribution of dividends for the year ended 31 December 2024 was £445,843.

DIRECTORS

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

A A Barrell

W Leary

D A Stoker

L Barrell

Other changes in directors holding office are as follows:

L Knetemann - appointed 13 July 2024

J E Tenderini - appointed 13 July 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 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.

SIGNED BY ORDER OF THE DIRECTORS:

W Leary - Director

30 September 2025

Opinion

We have audited the financial statements of Oriole Glass Holdings 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 Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 loss 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:

We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: timing of recognition of commercial income, posting of unusual journals along with complex transactions and manipulating the Company's key performance indicators to meet targets. We discussed these risks with client management, designed audit procedures to test the timing of revenue, reviewed journals to confirm they were appropriate and reviewed areas of judgement for indicators of management bias to address these risks.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Clifford FCA (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor

Eagle House

28 Billing Road

Northampton

NN1 5AJ

30 September 2025

TURNOVER

3

21,607,841

19,006,471

Cost of sales

13,524,210

11,179,145

GROSS PROFIT

8,083,631

7,827,326

Administrative expenses

9,000,791

7,900,139

(917,160

)

(72,813

)

Other operating income

59,133

37,050

OPERATING LOSS

5

(858,027

)

(35,763

)

Interest receivable and similar income

10,467

15,275

(847,560

)

(20,488

)

Interest payable and similar expenses

6

141,675

84,675

LOSS BEFORE TAXATION

(989,235

)

(105,163

)

Tax on loss

7

(50,256

)

52,612

LOSS FOR THE FINANCIAL YEAR

(938,979

)

(157,775

)

Loss attributable to:

Owners of the parent

(845,414

)

(71,324

)

Non-controlling interests

(93,565

)

(86,451

)

(938,979

)

(157,775

)

LOSS FOR THE YEAR

(938,979

)

(157,775

)

OTHER COMPREHENSIVE INCOME

Exchange differences on translation of

foreign operations

2,482

284,377

Income tax relating to other
comprehensive income

-

OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

2,482

284,377

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(936,497

)

126,602

Total comprehensive income attributable to:

Owners of the parent

(1,092,820

)

212,958

Non-controlling interests

156,323

(86,356

)

(936,497

)

126,602

FIXED ASSETS

Intangible assets

10

1,717,453

737,726

Tangible assets

11

2,053,812

1,859,986

Investments

12

85,400

89,230

3,856,665

2,686,942

CURRENT ASSETS

Stocks

13

1,495,017

1,672,940

Debtors

14

3,782,094

1,711,501

Cash at bank

1,293,917

1,290,969

6,571,028

4,675,410

CREDITORS

Amounts falling due within one year

15

5,739,980

2,229,390

NET CURRENT ASSETS

831,048

2,446,020

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,687,713

5,132,962

CREDITORS

Amounts falling due after more than one
year

16

(1,648,936

)

(921,277

)

PROVISIONS FOR LIABILITIES

20

(60,261

)

(175,617

)

NET ASSETS

2,978,516

4,036,068

CAPITAL AND RESERVES

Called up share capital

21

77,370

75,100

Share premium

22

72,630

-

Capital redemption reserve

22

24,900

Translation reserve

22

377,128

374,646

Retained earnings

22

2,362,880

3,654,137

SHAREHOLDERS' FUNDS

2,914,908

4,128,783

NON-CONTROLLING INTERESTS

23

63,608

(92,715

)

TOTAL EQUITY

2,978,516

4,036,068

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:

A A Barrell - Director

W Leary - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

6,647,643

5,207,023

6,647,643

5,207,023

CURRENT ASSETS

Debtors

14

375,878

382,019

CREDITORS

Amounts falling due within one year

15

2,829,158

382,824

NET CURRENT LIABILITIES

(2,453,280

)

(805

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,194,363

5,206,218

CREDITORS

Amounts falling due after more than one
year

16

608,458

-

NET ASSETS

3,585,905

5,206,218

CAPITAL AND RESERVES

Called up share capital

21

77,370

75,100

Share premium

22

72,630

-

Capital redemption reserve

22

24,900

Retained earnings

22

3,411,005

5,106,218

SHAREHOLDERS' FUNDS

3,585,905

5,206,218

Company's loss for the financial year

(1,249,370

)

(93,764

)

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:

A A Barrell - Director

W Leary - Director

Called up

Capital

share

Retained

Share

redemption

capital

earnings

premium

reserve

£

Balance at 1 January 2023

75,100

4,100,408

-

24,900

Changes in equity

Dividends

-

(374,947

)

-

Total comprehensive income

-

(71,324

)

-

Balance at 31 December 2023

75,100

3,654,137

-

24,900

Changes in equity

Issue of share capital

2,270

-

72,630

-

Dividends

-

(445,843

)

-

Total comprehensive income

-

(845,414

)

-

Balance at 31 December 2024

77,370

2,362,880

72,630

24,900

Translation

Non-controlling

Total

reserve

Total

interests

equity

£

Balance at 1 January 2023

90,269

4,290,677

(6,359

)

4,284,318

Changes in equity

Dividends

-

(374,947

)

-

(374,947

)

Total comprehensive income

284,377

213,053

(86,356

)

126,697

Balance at 31 December 2023

374,646

4,128,783

(92,715

)

4,036,068

Changes in equity

Issue of share capital

-

74,900

-

74,900

Dividends

-

(445,843

)

-

(445,843

)

Total comprehensive income

2,482

(842,932

)

156,323

(686,609

)

Balance at 31 December 2024

377,128

2,914,908

63,608

2,978,516

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

Balance at 1 January 2023

75,100

5,574,929

-

24,900

5,674,929

Changes in equity

Dividends

-

(374,947

)

-

(374,947

)

Total comprehensive income

-

(93,764

)

-

(93,764

)

Balance at 31 December 2023

75,100

5,106,218

-

24,900

5,206,218

Changes in equity

Issue of share capital

2,270

-

72,630

-

74,900

Dividends

-

(445,843

)

-

(445,843

)

Total comprehensive income

-

(1,249,370

)

-

(1,249,370

)

Balance at 31 December 2024

77,370

3,411,005

72,630

24,900

3,585,905

Cash flows from operating activities

Cash generated from operations

1

(251,915

)

1,212,958

Interest paid

(141,675

)

(84,675

)

Tax paid

149,454

88,836

Net cash from operating activities

(244,136

)

1,217,119

Cash flows from investing activities

Purchase of intangible fixed assets

(1,194,791

)

-

Purchase of tangible fixed assets

(540,155

)

(382,816

)

Sale of tangible fixed assets

12,483

59,439

Interest received

10,467

15,275

Net cash from investing activities

(1,711,996

)

(308,102

)

Cash flows from financing activities

Other loans

1,328,246

-

Bank loans

117,326

(1,476

)

Loan to associate

(43,814

)

-

Hire purchase loans acquired

167,389

259,160

Share issue

74,900

-

Equity dividends paid

(445,843

)

(374,947

)

Net cash from financing activities

1,198,204

(117,263

)

(Decrease)/increase in cash and cash equivalents

(757,928

)

791,754

Cash and cash equivalents at
beginning of year

2

812,895

139,593

Effect of foreign exchange rate changes

141,579

(118,452

)

Cash and cash equivalents at end of
year

2

196,546

812,895

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

2024

2023

£

Loss before taxation

(989,235

)

(105,163

)

Depreciation charges

507,208

546,296

Movement in provisions

194,656

3,041

Minority interest

156,323

119,884

Finance costs

141,675

84,675

Finance income

(10,467

)

(15,275

)

160

633,458

Decrease in stocks

177,923

424,526

(Increase)/decrease in trade and other debtors

(2,235,251

)

276,526

Increase/(decrease) in trade and other creditors

1,805,253

(121,552

)

Cash generated from operations

(251,915

)

1,212,958

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

Cash and cash equivalents

1,293,917

1,290,969

Bank overdrafts

(1,097,371

)

(478,074

)

196,546

812,895

Year ended 31 December 2023

31/12/23

1/1/23

£

Cash and cash equivalents

1,290,969

953,034

Bank overdrafts

(478,074

)

(813,441

)

812,895

139,593

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/1/24

Cash flow

At 31/12/24

£

Net cash

Cash at bank

1,290,969

2,948

1,293,917

Bank overdrafts

(478,074

)

(619,297

)

(1,097,371

)

812,895

(616,349

)

196,546

Debt

Finance leases

(635,490

)

(167,389

)

(802,879

)

Debts falling due within 1 year

(14,338

)

(1,053,791

)

(1,068,129

)

Debts falling due after 1 year

(468,594

)

(577,926

)

(1,046,520

)

(1,118,422

)

(1,799,106

)

(2,917,528

)

Total

(305,527

)

(2,415,455

)

(2,720,982

)

1.	STATUTORY INFORMATION

Oriole Glass Holdings 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.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries and joint ventures) made up to 31 December each period. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries

Subsidiaries are fully consolidated from the date on which control is transferred to the group and de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The consolidated financial statements incorporate the assets, liabilities and results of the following entities in accordance with the accounting policy described above:

Name of entity

Registered
office

Country of
incorporation

Class of
shares held

Equity
holding %

Uniglass Limited

See note 12

UK

Ordinary

100

PJB Glass Group Limited

See note 12

UK

Ordinary

100

KAB Allglass GmbH

See note 12

Germany

Ordinary

60

Aluminium Glass Industries (Mauritius)
Ltd

See note 12

Mauritius

Ordinary

100

Origlass International Trading Inc

See note 12

Mauritius

Ordinary

100

Origlass UK Limited

See note 12

UK

Ordinary

100

Glasimport Greenhouses BV

See note 12

Netherlands

Ordinary

50

The following entities are not included in the consolidation on the basis that they are dormant:

Glassteq Sealed Units Limited

As group

UK

Ordinary

100

Sunshade Blind Systems Limited

As group

UK

Ordinary

100

Flat Glass Merchants Limited

As group

UK

Ordinary

100

Critical accounting judgements and key sources of estimation uncertainty

Estimates, assumptions and judgements 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 group makes assumptions and judgements concerning the future. The resulting accounting estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of receivables

Management reviews receivables for objective evidence of impairment periodically. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant delay in payments are considered objective evidence that a receivable is impaired.

In determining this, management makes judgements as to whether there is observable data indicating that there has been a significant change in payment ability of the debtor, or whether there have been significant changes with adverse effect in the technological, market, economic or legal environment in which the debtor operates.

Where there is objective evidence of impairment, management makes judgements as to whether an impairment loss should be recorded in profit or loss. In determining this, management used estimates based on historical loss experience for assets with similar credit risk characteristics. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any difference between the estimated loss and actual loss experience.

Assessment of goodwill impairment

Goodwill is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. The determination of the recoverable value of a CGU for the purpose of impairment testing of goodwill requires management to make the following key assumptions relating to the CGU's value in use:-

- projected cash flows;

- anticipated revenue annual growth rate;

- appropriate pre-tax discount rate; and

- terminal value

The values assigned to the key assumptions represent management's assessment of future trends and are based on both external sources and internal sources (historical data).

Estimated useful lives of property, plant and equipment and intangible assets

Property, plant and equipment and intangible assets are depreciated and amortised on a straight-line basis over their estimated useful lives. Changes in the expected level of usage and technological developments could impact the economic useful lives of these assets and therefore future depreciation and amortisation charges could be revised.

Allowance for stock obsolescence

Where necessary, allowance for stock obsolescence is set up for estimates losses which may result from obsolete stocks held. The group estimates the level of allowance based on the prevailing market conditions and historical provisioning experience. The required level of allowance could change significantly as a result of changes in market conditions.

Income taxes

The group is subjected to income taxes in a number of tax jurisdictions where it has operations and businesses through its subsidiaries.

In the ordinary course of business, there are many transactions and calculations for which the ultimate tax treatment is uncertain. Therefore, the group recognises tax liabilities based on estimates of whether additional taxes and interest will be due.

These tax liabilities are recognised when the group believes that certain positions may not be fully sustained upon review by tax authorities, despite the group's belief that its tax return positions are supportable.

The group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of multifaceted judgements about future events.

New information may become available that causes the group to change its judgement regarding the adequacy of existing tax liabilities, such changes to tax (both current and deferred) liabilities will impact tax expense in the period that such a determination is made.

Turnover

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the customers. Revenue excludes goods and services tax and is arrived at after the deduction of trade discounts.

Goodwill

Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of the business combination over the group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less accumulated amortisation and impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired.

Where the useful life of goodwill can be reliably measured it is amortised over its useful life. Where the useful life cannot be reliably measured goodwill is amortised over 10 years on a straight line basis.

Computer software

Computer software is initially measured at cost. After initial recognition, computer software is measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is amortised over its estimated useful life of 1 to 3 years on a straight line basis.

Tangible fixed assets

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

Leasehold property

10 years

Plant and machinery

10 years

Fixtures and fittings

1 to 7 years

Motor vehicles

5 to 10 years

Stocks

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Financial instruments

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

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

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

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

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

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2024

2023

£

Sale of goods

21,607,841

19,006,471

21,607,841

19,006,471

An analysis of turnover by geographical market is given below:

2024

2023

£

United Kingdom

11,618,264

12,990,649

Europe

8,579,616

4,574,844

Rest of World

1,409,961

1,440,978

21,607,841

19,006,471

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

Wages and salaries

4,730,189

3,719,909

Social security costs

218,779

192,150

Other pension costs

660

2,532

4,949,628

3,914,591

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

2024

2023

Production and distribution

77

70

Administration

32

27

Management

8

6

117

103

The average number of employees by undertakings that were proportionately consolidated during the year was 117 (2023 - 102 ) .

2024

2023

£

Directors' remuneration

732,029

700,531

Directors' pension contributions to money purchase schemes

660

2,532

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

Money purchase schemes

2

Information regarding the highest paid director is as follows:

2024

2023

£

Emoluments etc

148,743

151,660

5.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

Other operating leases

427,234

442,350

Depreciation - owned assets

292,770

359,649

Goodwill on consolidation amortisation

210,600

180,730

Computer software amortisation

3,838

5,917

Auditors' remuneration

79,040

66,859

Auditors' remuneration for non audit work

21,315

16,894

Foreign exchange differences

13,362

11,370

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

Bank loan interest

141,675

84,675

7.

TAXATION

Analysis of the tax (credit)/charge

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

2024

2023

£

Current tax:

Non UK tax

73,611

32,525

Deferred tax

(123,867

)

20,087

Tax on loss

(50,256

)

52,612

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

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

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

2024

2023

£

Loss before tax

(989,235

)

(105,163

)

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

(247,309

)

(24,713

)

Effects of:

Expenses not deductible for tax purposes

670

68,758

Capital allowances in excess of depreciation

(43,313

)

(18,227

)

Adjustments to tax charge in respect of previous periods

-

32,237

Deferred tax movement

(123,867

)

25,276

Foreign tax credits

-

(39,368

)

Losses generated

272,463

27,291

Foreign tax adjustments

91,100

(18,642

)

Total tax (credit)/charge

(50,256

)

52,612

Tax effects relating to effects of other comprehensive income

2024

Gross

Tax

Net

£

Exchange differences on translation of

foreign operations

2,482

-

2,482

-

2,482

2023

Gross

Tax

Net

£

Exchange differences on translation of

foreign operations

284,377

-

284,377

-

284,377

The following rates of tax are charged in overseas jurisdictions:-

Germany

15%

Mauritius

15%

The Netherlands

25.8%

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

9.

DIVIDENDS

2024

2023

£

Ordinary shares of £1 each

Interim

445,843

374,947

10.	INTANGIBLE FIXED ASSETS

Group

Goodwill

on

Computer

consolidation

software

Totals

£

COST

At 1 January 2024

1,807,306

29,015

1,836,321

Additions

1,194,791

-

1,194,791

Exchange differences

-

(626

)

(626

)

At 31 December 2024

3,002,097

28,389

3,030,486

AMORTISATION

At 1 January 2024

1,084,380

14,215

1,098,595

Amortisation for year

210,600

3,838

214,438

At 31 December 2024

1,294,980

18,053

1,313,033

NET BOOK VALUE

At 31 December 2024

1,707,117

10,336

1,717,453

At 31 December 2023

722,926

14,800

737,726

11.	TANGIBLE FIXED ASSETS

Group

Fixtures

Leasehold

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

COST OR VALUATION

At 1 January 2024

185,553

2,281,986

666,497

12,599

3,146,635

Additions

21,873

276,838

241,444

-

540,155

Disposals

-

(4,878

)

(45,532

)

-

(50,410

)

Exchange differences

(3,268

)

(24,968

)

(12,405

)

(435

)

(41,076

)

At 31 December 2024

204,158

2,528,978

850,004

12,164

3,595,304

DEPRECIATION

At 1 January 2024

94,410

881,092

308,075

3,072

1,286,649

Charge for year

40,027

140,456

109,369

2,918

292,770

Eliminated on disposal

-

(1,830

)

(36,097

)

-

(37,927

)

At 31 December 2024

134,437

1,019,718

381,347

5,990

1,541,492

NET BOOK VALUE

At 31 December 2024

69,721

1,509,260

468,657

6,174

2,053,812

At 31 December 2023

91,143

1,400,894

358,422

9,527

1,859,986

The net book value of tangible fixed assets includes £1,013,665 (2023: £423,291) in respect of assets held under hire purchase or finance lease contracts. The depreciation charge for the period in respect of such assets was £108,203 (2023: £74,123).

Cost or valuation at 31 December 2024 is represented by:

Fixtures

Leasehold

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

Valuation in 2023

-

322,165

-

322,165

Cost

204,158

2,206,813

850,004

12,164

3,273,139

204,158

2,528,978

850,004

12,164

3,595,304

12.	FIXED ASSET INVESTMENTS

Group

Company

2024

2023

2024

2023

£

Shares in group undertakings

-

6,647,643

5,207,023

Other loans

85,400

89,230

-

85,400

89,230

6,647,643

5,207,023

Additional information is as follows:

Company

Shares in

group

undertakings

£

COST

At 1 January 2024

5,207,023

Additions

2,440,620

Impairments

(1,000,000

)

At 31 December 2024

6,647,643

NET BOOK VALUE

At 31 December 2024

6,647,643

At 31 December 2023

5,207,023

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

KAB Allglass GmbH

Registered office: Marlowring 7, 22525 Hamburg, Germany

Nature of business: Glass Wholesale

%

Class of shares:

holding

Ordinary

60.00

2024

2023

£

Aggregate capital and reserves

(516,367

)

1,749,621

Loss for the year

(301,977

)

(216,201

)

Aluminium Glass Industries (Mauritius) Ltd

Registered office: Montebello, Pailles, Mauritius

Nature of business: Glass wholesale

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

682,734

749,024

Profit for the year

118,839

121,382

Origlass International Trading Inc

Registered office: 19 Cybercity, 10th Floor, Standard Chartered Tower, Ebene, Mauritius

Nature of business: Glass Wholesale

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

502,168

352,614

Profit for the year

168,735

185,803

Uniglass Limited

Registered office: Eagle House, 28 Billing Road, Northampton, Northamptonshire, NN1 5AJ

Nature of business: Glass wholesale

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

2,533,080

2,040,350

Profit for the year

492,730

880,082

PJB Glass Group Limited

Registered office: Eagle House, 28 Billing Road, Northampton, Northamptonshire, NN1 5AJ

Nature of business: Glass processors

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

254,564

331,234

Loss for the year

(1,076,670

)

(999,858

)

Glassimport Greenhouses BV

Registered office: Bovendijk 35, 2295 RV,Kwintshuel, The Netherlands

Nature of business: Glass wholesale

%

Class of shares:

holding

Ordinary

50.00

2024

£

Aggregate capital and reserves

540,310

Profit for the year

54,451

Origlass UK Limited

Registered office: Eagle House, 28 Billing Road, Northampton, NN1 5AJ

Nature of business: Glass wholesale

%

Class of shares:

holding

Ordinary

100.00

2024

2023

£

Aggregate capital and reserves

616,036

541,073

Profit for the year

74,963

414,869

Group

Other

loans

£

At 1 January 2024

89,230

Other movement

(3,830

)

At 31 December 2024

85,400

13.

STOCKS

Group

2024

2023

£

Raw materials

423,834

396,245

Finished goods

1,071,183

1,276,695

1,495,017

1,672,940

14.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Trade debtors

2,573,651

1,165,337

-

Amounts owed by group undertakings

-

375,878

382,019

Amounts owed by associates

43,814

-

Other debtors

479,083

139,811

-

Tax

83,817

292,289

-

Prepayments and accrued income

601,729

114,064

-

3,782,094

1,711,501

375,878

382,019

15.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2024

2023

2024

2023

£

Bank loans and overdrafts (see note 17)

1,177,531

492,412

66,667

-

Other loans (see note 17)

987,969

-

987,969

-

Hire purchase contracts (see note 18)

200,463

182,807

-

Trade creditors

2,112,060

935,772

-

Amounts owed to group undertakings

-

1,741,524

356,824

Tax

14,593

-

Social security and other taxes

100,192

76,556

-

VAT

-

172,572

-

Other creditors

820,891

91,555

-

Accruals and deferred income

326,281

277,716

32,998

26,000

5,739,980

2,229,390

2,829,158

382,824

16.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group

Company

2024

2023

2024

2023

£

Bank loans (see note 17)

144,097

92,593

77,778

-

Other loans (see note 17)

902,423

376,001

530,680

-

Hire purchase contracts (see note 18)

602,416

452,683

-

1,648,936

921,277

608,458

-

17.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

2024

2023

2024

2023

£

Amounts falling due within one year or

on demand:

Bank overdrafts

1,097,371

478,074

-

Bank loans

80,160

14,338

66,667

-

Other loans

987,969

-

987,969

-

2,165,500

492,412

1,054,636

-

Amounts falling due between two and

five years:

Bank loans - 2-5 years

144,097

92,593

77,778

-

Other loans - 2-5 years

902,423

376,001

530,680

-

1,046,520

468,594

608,458

-

Other loans, falling due after one year, totalling £371,743 (2023: £376,001) are payable to a minority shareholder of KAB Allglass GmbH.

18.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Hire purchase

contracts

2024

2023

£

Net obligations repayable:

Within one year

200,463

182,807

Between one and five years

602,416

452,683

802,879

635,490

Group

Non-cancellable

operating leases

2024

2023

£

Within one year

576,271

580,529

Between one and five years

925,281

1,240,478

1,501,552

1,821,007

19.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2024

2023

£

Bank overdrafts

1,097,371

478,074

Bank loans

224,257

106,931

Other loans

1,890,392

376,001

Hire purchase contracts

802,879

635,490

4,014,899

1,596,496

Hire purchase obligations are secured on the assets to which they relate.

Group bank overdrafts and loans are secured by a combination of debentures and floating charges over the assets of the group.

Other loans totalling £371,743 (2023: £376,001), which are repayable in more than one year from the balance sheet date, are secured on certain plant and machinery of KAB Allglass GmbH, a subsidiary company.

20.	PROVISIONS FOR LIABILITIES

Group

2024

2023

£

Deferred tax

18,213

142,080

Other provisions

Pension provision

42,048

33,537

Aggregate amounts

60,261

175,617

Group

Deferred

Pension

tax

provision

£

Balance at 1 January 2024

142,080

33,537

Provided during year

(123,867

)

8,511

Balance at 31 December 2024

18,213

42,048

21.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

21,782

Ordinary

£1

21,782

21,100

55,588

A Ordinary

£1

55,588

54,000

77,370

75,100

22.

RESERVES

Group

Capital

Retained

Share

redemption

Translation

earnings

premium

reserve

Totals

£

At 1 January 2024

3,654,137

-

24,900

374,646

4,053,683

Deficit for the year

(845,414

)

(845,414

)

Dividends

(445,843

)

(445,843

)

Bonus share issue

-

72,630

-

72,630

Movement for year

-

2,482

At 31 December 2024

2,362,880

72,630

24,900

377,128

2,837,538

Company

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£

At 1 January 2024

5,106,218

-

24,900

5,131,118

Deficit for the year

(1,249,370

)

(1,249,370

)

Dividends

(445,843

)

(445,843

)

Bonus share issue

-

72,630

-

72,630

At 31 December 2024

3,411,005

72,630

24,900

3,508,535

23.	NON-CONTROLLING INTERESTS

KAB Allglass GmbH, a subsidiary, has a non-controlling interest ("NCI") of 40% which is material to the group. The carrying value of the NCI at the balance sheet date was £-206,547 (2023: £-92,715).

Glasimport Greenhouses BV, a subsidiary, has a non-controlling interest ("NCI") of 50% which is material to the group. The carrying value of the NCI at the balance sheet date was £270,155 (2023: £nil).

24.	ULTIMATE PARENT COMPANY

Flycatcher Holdings Limited is regarded by the directors as being the company's ultimate parent company.

The smallest and largest group, in which the company's results are consolidated, is Oriole Glass Holdings Limited. A copy of the group accounts can be obtained from Eagle House, 28 Billing Road, Northampton, NN1 5AJ.

25.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

At the period end the group owed £371,743 (2023: £376,001) to Erik Saager, a shareholder of KAB Allglass GmbH and Oriole Glass Holdings Limited.

During the period the group was charged £189,565 (2023: £192,852) in management fees by Origlass (Pty) Ltd, a company with common directors and shareholders. At the period end the group owed £nil (2023: £nil) to Origlass (Pty) Ltd.

During a prior year Aluminium Glass Industries (Mauritius) Ltd lent MUR5,000,000 £85,400 (2023: £89,230) to Origlass (Pty) Ltd.The loan accrues interest at 3.5%pa and is repayable on 28 February 2025.

At the period end an amount of €52,998 (£43,814) was owed by Glasimport Holding BV to its 50% investment company Glasimport Greenhouses BV - the amount is interest free and is repayable by 31 December 2025.

Key Management Personnel Compensation

During the period, a total of key management personnel compensation of £732,028 (2023: £700,531) was paid.