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Registered number: 11626236










AETHER HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
AETHER HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
D P Firmager 
P D Firmager 
J A Hall 




Registered number
11626236



Registered office
Units 3 J,K,L,M
Hudson Road

Saxon Road Industrial Estate

Melton Mowbray

Leicestershire

LE13 1BS




Independent auditor
MHA

Statutory Auditors
11 Merus Court

Meridian Business Park


Leicester


LE19 1RJ





 
AETHER HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 4
Directors' Report
 
5 - 7
Independent Auditor's Report
 
8 - 11
Consolidated Profit and Loss Account
 
12
Consolidated Balance Sheet
 
13 - 14
Company Balance Sheet
 
15 - 16
Consolidated Statement of Changes in Equity
 
17
Company Statement of Changes in Equity
 
18
Consolidated Statement of Cash Flows
 
19 - 20
Consolidated Analysis of Net Debt
 
21
Notes to the Financial Statements
 
22 - 50


 
AETHER HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report for the Group for the year ended 31 December 2024.
The principal activity of the Company is that of a holding company to other Group companies. The Group companies at the end of the accounting period include Stamford Holdings Limited, Truframe Limited, Truframe Trade Frames Limited, Energiframe Limited, Truframe Glass Solutions Limited, Truframe Aluminium Limited , Truframe Composite Doors Limited, Truframe Holdings Limited, Truframe Trade Centres Limited and Solihull Trade Frames Limited.
The principal activity of the Group is that of the manufacture, supply and fitting of uPVC windows and doors.

Business review
 
The Company received dividends in the year of £1,932,201 (2023 - £1,506,801) and paid out dividends of £1,505,431 (2023 - £828,740).
Group turnover for the year was £36,084,459 (2023 - £35,854,990).
Tight cost controls and continued improvements have ensured that the Group has been able to maintain a strong gross profit margin of 35.2% (2023 - 30.9%) for the year, an increase of 4.3% on the previous year. The Group 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

 
AETHER HOLDINGS LIMITED
 

GROUP 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 Group 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 Group due to financial difficulties is a risk. To minimise this risk, the Group 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
The directors have reviewed their forecasts and projections, including expected future trade with suppliers and customers. The directors are confident that the Group will be able to continue to trade for the foreseeable future. The Group 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 2.3 for further information. 

Financial key performance indicators
 
Since the principal activity of the Company is to act as a holding company, there are no financial performance indicators.
Key performance indicators of the Group are turnover, gross margin and net profits. All of which can be evidenced on the face of the Consolidated Profit and Loss Account.

Other key performance indicators
 
Since the principal activity of the Company is to act as a holding company, there are no non-financial performance indicators.
The directors consider the non-financial key performance indicators of the Group to be customer and staff retention and customer service levels including deliveries and quality control.

Page 2

 
AETHER HOLDINGS LIMITED
 

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

Directors' statement of compliance with duty to promote the success of the Group
 
Section S172(1) Statement
During the year, the directors have had regard to the matters set out in S172 (1) (a) to (f) of the Companies Act 2006 whilst performing their duties. Whilst making decisions the directors ensure that they have acted in good faith, in a way they believe would promote the success of the Group for the benefit of its members as a whole. 
Specifically, the directors have considered the following:-
a. The likely consequences of any decision in the long term;
b. The interests of the Group's employees;
c. The need to foster the Group's business relationships with suppliers, customers and others;
d. The impact of the Group's operations on the community and the environment;
e. The desirability of the Group maintaining a reputation for high standards of business conduct; and
f. The need to act fairly between members of the Group.
S172 (1) (a) The likely consequences of any decision in the long term
The directors understand the business and the environment in which it operates. This is key to understanding the likely consequences of any long-term decisions. There is a clear plan for growth, which ensures the Group creates new, and cultivates existing, relationships with customers. This is done through the provision of high quality products, industry leading customer service and tools to assist with sales generation. Continually improving environmental performance and operational systems are an integral and fundamental parts of the business strategy. This strategy is key to ensuring the Group and the directors are delivering on their duty of care for the benefit of future generations. Investment in the business has continued throughout the year, which includes the purchase of new machinery and vehicles, as well as improvements to our leasehold premises. The Board conducts board meetings to assess and monitor its progress against its strategic decisions. All business decisions are made with the needs of our key stakeholders in mind, in particular, customers, suppliers, employees and shareholders.
S172 (1) (b) The interests of the Group's employees
The directors recognise that the employees are key to the business and its success. What makes the Group different is their approach to relationships, which extends past the expected customer focus, to all employees. Staff retention is a testament to this and the Group's culture. Employee welfare and wellbeing is of utmost importance. The directors ensure all employees work in a safe and healthy conditions. The directors regularly engage with employees through internal communication methods. When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group, including the employees. Further investments are continuing to improve the quality of the environment our staff work within the offices, factories and warehouses. Additional staff have been employed to fulfil the needs of the business. A gender pay gap review has also been completed. There is a regular review and appraisal system in place which includes assessment of future training and development needs. Directors are always accessible to employees and consider the implications on employees, where relevant and feasible.
S172 (1) (c) The need to foster the Group's business relationships with suppliers, customers and others
The directors recognise that building relationships with suppliers and customers is key to the success of the business. The Group's objective is to become a key partner to its customers, through the provision of high quality product, reliable service and fair pricing. Developing stable and mutually beneficially relationships with key suppliers is essential to this. The directors recognise that working with suppliers and customers is also vital to ensuring the impact to the environment is minimised.


 
Page 3

 
AETHER HOLDINGS LIMITED
 

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


S172 (1) (d) The impact of the Group's operations on the community and the environment
The directors recognise the importance of minimising the impact of the Group's operations on the community and environment, which is why it is core to their strategy. The Group and directors wholly support, and where possible exceed, the requirement of current environmental legislation and codes of practice. It is the aim to minimise waste generation and energy usage in buildings, vehicles and processes, in order to conserve supplies and minimise consumption of natural resources - especially where they are non-renewable. The Group and the directors actively promote recycling both internally and amongst customers and suppliers. Environmental policies are reviewed periodically in consultation with staff and customers. The board plays a constructive role in tackling issues through engagement and investment.
S172 (1) (e) The desirability of the Group maintaining a reputation for high standards of business conduct
The directors are committed to improving quality standards, reducing environmental impact and maintaining a safe environment for all employees. This is demonstrated by the ISO 9001 Quality, ISO 14001 Environmental and ISO 45001 health and safety management systems in place, which are all certified and audited by BSI. This approach ensures that the Group's reputation within the local community is maintained. It is the aim of the Group to achieve sustained profitable growth, by providing cost effective products maintaining a high level of customer satisfaction which enhances the Group’s reputation with its customers and suppliers.
S172 (1) (f) The need to act fairly between members of the Group
When making decisions, the directors consider which course of action best delivers the Group strategy in the long term, taking into consideration all stakeholders of the Group. Examples of this are noted above where the directors consider all stakeholders when deciding whether or not to purchase additional land and rebuild for the growth of the business.


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



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

Date: 30 September 2025

Page 4

 
AETHER HOLDINGS 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 Group for the year, after taxation, amounted to £1,692,910 (2023 - £950,925).

During the year, the directors recommended dividends amounting to £1,505,431 (2023 - £828,740).

Directors

The directors who served during the year were:

D P Firmager 
P D Firmager 
J A Hall 

Future developments
The directors made the decision effective 1 January 2015 to restructure the Group. The shareholdings in Aether Holdings Limited were transferred to Stamford Holdings Limited. Stamford Holdings from 1 January 2025 became the Group Parent company and Aether Holdings was removed  from the Group company and became a family investment company for David and Patrick Firmager. The Trade, assets and liabilities of Solihull Trade Frames Limited and Crown Windows and Doors Limited were transferred to Truframe Trade Centres Limited, a subsidiary in the Group. 
 
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 Group has been continued through internal media methods through which employee’s views can be sought on issues which concern them. Throughout the Group 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 Group’s business and the economic factors affecting it.

Engagement with suppliers, customers and others

How we engage with customers and suppliers is covered in our Strategic Report on page 3.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company and Group have assessed their energy and carbon usage for the period. The directors, in their assessment, have concluded that the Company qualifies as a low energy user and has therefore taken advantage of the exemption from reporting on its own usage. The members of the Group are, individually, not obliged to report on their own energy and carbon usage, and as a result, the directors have taken advantage of the option to exclude this information from the Group report.


Page 5

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

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 and the Group'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 and the Group'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.
On 1 January 2025 Solihull Trade Frames Limited, a subsidiary in the Group, transferred its trade, assets and liabilities to a fellow subsidiary Company, Truframe Trade Centres Limited and ceased trading.
On 1 January 2025 Crown Windows and Doors Limited, a related Company, transferred its trade, assets and liabilities to a fellow subsidiary Company, Truframe Trade Centres Limited and ceased trading.
There have been no other significant events affecting the Group since the year end.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 6

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

Auditor

The auditor, MHApreviously 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.

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





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

Date: 30 September 2025

Units 3 J,K,L,M
Hudson Road
Saxon Road Industrial Estate
Melton Mowbray
Leicestershire
LE13 1BS

Page 7

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AETHER HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Aether Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 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 Group's or 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.


Page 8

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AETHER HOLDINGS 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 Group 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 Group 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 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 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 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.


Page 9

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


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 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.


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 Group 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;
Discussions amongst the engagement team in relation to how and where fraud might occur in the financial              statements and any potential indicators of fraud; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance  with applicable laws and regulations.


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 10

 
AETHER HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF AETHER HOLDINGS 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 11

 
AETHER HOLDINGS LIMITED
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
36,084,459
35,854,990

Cost of sales
  
(23,383,692)
(24,770,883)

Gross profit
  
12,700,767
11,084,107

Administrative expenses
  
(9,528,331)
(9,086,368)

Other operating income
 5 
1,494
110,657

Operating profit
 6 
3,173,930
2,108,396

Interest payable and similar expenses
 10 
(164,668)
(163,294)

Profit before tax
  
3,009,262
1,945,102

Tax on profit
 11 
(1,316,352)
(994,177)

Profit for the year attributable to:
  

Owners of the parent
  
1,692,910
950,925

  
1,692,910
950,925

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 22 to 50 form part of these financial statements.

Page 12

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 14 
7,511,302
8,956,171

Tangible assets
 15 
8,719,501
9,167,622

  
16,230,803
18,123,793

Current assets
  

Stocks
 17 
1,755,735
1,369,518

Debtors: amounts falling due within one year
 18 
2,926,498
2,657,301

Cash at bank and in hand
 19 
505,441
469,066

  
5,187,674
4,495,885

Current liabilities
  

Creditors: amounts falling due within one year
 20 
(8,611,612)
(9,462,183)

Net current liabilities
  
 
 
(3,423,938)
 
 
(4,966,298)

Total assets less current liabilities
  
12,806,865
13,157,495

Creditors: amounts falling due after more than one year
 21 
(642,015)
(1,095,423)

Provisions for liabilities
  

Deferred taxation
 24 
(506,304)
(591,005)

  
 
 
(506,304)
 
 
(591,005)

Net assets
  
11,658,546
11,471,067


Capital and reserves
  

Called up share capital 
 25 
10,750
10,750

Profit and loss account
  
11,647,796
11,460,317

  
11,658,546
11,471,067


Page 13

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236
    
CONSOLIDATED 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: 




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

Date: 30 September 2025

The notes on pages 22 to 50 form part of these financial statements.

Page 14

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
1,961,762
-

Investments
 16 
17,350,436
19,150,436

  
19,312,198
19,150,436

Current assets
  

Debtors: amounts falling due within one year
 18 
-
15,743

Cash at bank and in hand
 19 
6,710
406

  
6,710
16,149

Current liabilities
  

Creditors: amounts falling due within one year
 20 
(130,623)
(675,812)

Net current liabilities
  
 
 
(123,913)
 
 
(659,663)

Total assets less current liabilities
  
19,188,285
18,490,773

  

  

Net assets
  
19,188,285
18,490,773


Capital and reserves
  

Called up share capital 
 25 
10,750
10,750

Merger reserve
  
7,299,907
7,299,907

Profit and loss account
  
11,877,628
11,180,116

  
19,188,285
18,490,773


Page 15

 
AETHER HOLDINGS LIMITED
REGISTERED NUMBER: 11626236
    
COMPANY 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: 


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

Date: 30 September 2025

The notes on pages 22 to 50 form part of these financial statements.

Page 16

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED 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
10,750
11,338,132
11,348,882


Comprehensive income for the year

Profit for the year
-
950,925
950,925

Dividends: Equity capital
-
(828,740)
(828,740)



At 1 January 2024
10,750
11,460,317
11,471,067


Comprehensive income for the year

Profit for the year
-
1,692,910
1,692,910

Dividends: Equity capital
-
(1,505,431)
(1,505,431)


At 31 December 2024
10,750
11,647,796
11,658,546


The notes on pages 22 to 50 form part of these financial statements.

Profit and Loss Account
This includes all current and prior year retained profits and losses. All amounts are distributable.

Page 17

 
AETHER HOLDINGS LIMITED
 

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


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
10,750
7,299,907
10,502,055
17,812,712


Comprehensive income for the year

Profit for the year
-
-
1,506,801
1,506,801

Dividends: Equity capital
-
-
(828,740)
(828,740)



At 1 January 2024
10,750
7,299,907
11,180,116
18,490,773


Comprehensive income for the year

Profit for the year
-
-
2,202,943
2,202,943

Dividends: Equity capital
-
-
(1,505,431)
(1,505,431)


At 31 December 2024
10,750
7,299,907
11,877,628
19,188,285


The notes on pages 22 to 50 form part of these financial statements.

Merger reserve
This includes amounts arisen on acquisition of subsidiaries. All amounts are non-distributable. 
Profit and Loss Account
This includes all current and prior year retained profits and losses. All amounts are distributable.

Page 18

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
1,692,910
950,925

Adjustments for:

Amortisation of intangible assets
1,444,869
1,444,869

Depreciation of tangible assets
2,133,967
1,795,605

Loss/(profit) on disposal of tangible assets
6,365
(2,297)

Interest paid
164,668
163,294

Taxation charge
1,316,352
994,177

(Increase)/decrease in stocks
(386,217)
63,633

Increase in debtors
(275,274)
(102,329)

Decrease in amounts owed by related parties
6,077
27,424

(Decrease)/increase in creditors
(580,817)
285,146

Increase in amounts owed to related parties
96,271
25,660

Corporation tax paid
(1,156,905)
(779,002)

Net cash generated from operating activities

4,462,266
4,867,105


Cash flows from investing activities

Purchase of tangible fixed assets
(1,464,541)
(2,705,260)

Sale of tangible fixed assets
14,705
30,727

HP interest paid
(128,699)
(123,881)

Net cash from investing activities

(1,578,535)
(2,798,414)

Cash flows from financing activities

Repayment of loans
(226,210)
(89,265)

Repayment of other loans
(196,898)
(971,472)

Repayment of/new finance leases
(789,795)
(539,489)

Movements on invoice discounting
200,039
354,612

Dividends paid
(1,798,523)
(828,740)

Interest paid
(35,969)
(39,413)

Net cash used in financing activities
(2,847,356)
(2,113,767)

Net increase/(decrease) in cash and cash equivalents
36,375
(45,076)
Page 19

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£



Cash and cash equivalents at beginning of year
469,066
514,142

Cash and cash equivalents at the end of year
505,441
469,066


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
505,441
469,066

505,441
469,066


The notes on pages 22 to 50 form part of these financial statements.

Page 20

 
AETHER HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024





At 1 January 2024
Cash flows
New finance leases
At 31 December 2024
£

£

£

£

Cash at bank and in hand

469,066

36,375

-

505,441

Debt due after 1 year

(142,839)

142,839

-

-

Debt due within 1 year

(803,259)

584,603

-

(218,656)

Finance leases

(1,704,811)

789,795

(242,375)

(1,157,391)


(2,181,843)
1,553,612
(242,375)
(870,606)

The notes on pages 22 to 50 form part of these financial statements.

Page 21

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

1.


General information

Aether Holdings Limited is a private company, limited by shares, domiciled in England and Wales, registration number 11626236. The registered office is Unit 3 J,K,L,M Hudson Road, Saxby Road Industrial Estate, Melton Mowbray, Leicestershire, LE13 1BS.
The principal activity of the Company during the year was that of a property and holding company to other group companies.
The principal activity of the Group during the year continued to be 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 22

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

2.Accounting policies (continued)

 
2.3

Going concern

Truframe Limited, a subsidiary, has confirmed their intention to support Aether Holdings Limited and other Group Companies for a period of 12 months from the signing of the financial statements. Based on the continued profitability of the Group, access to working capital and support of Truframe Limited, the directors consider the Group and Company has the ability to continue as a going concern for at least the next 12 months therefore these financial statements are prepared on a going concern basis.

 
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 Consolidated 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 Consolidated Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 23

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

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
the Group 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 Group 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

Finance costs

Finance costs are charged to the Consolidated 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.

 
2.7

Borrowing costs

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

 
2.8

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in the Consolidated Profit and 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 Group in independently administered funds.

Page 24

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

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.10

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 the Group's share 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 Consolidated Profit and Loss Account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Assets under construction are not depreciated.

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 seven years.

Page 25

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

2.Accounting policies (continued)

 
2.11

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 Group 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 Group 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 Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the Consolidated 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 methods.

Depreciation is provided on the following basis:

Freehold property
-
2% straight line per annum
Freehold land
-
not depreciated
Long-term leasehold property
-
over the life of the lease
Plant and machinery
-
21% reducing balance per annum
Motor vehicles
-
33% - 45% 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 Consolidated Profit and Loss Account.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 26

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

2.Accounting policies (continued)

 
2.13

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 Consolidated Profit and Loss Account.

 
2.14

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.

 
2.15

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

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.

 
2.17

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.

 
2.18

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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to Consolidated Profit and Loss Account.

Page 27

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

2.Accounting policies (continued)

 
2.19

Financial instruments


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

The Group 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 Group's Balance Sheet when the Group 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.

Discounting is omitted where the effect of discounting is immaterial. The Group'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
Page 28

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

2.Accounting policies (continued)


2.19
Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

 
2.20

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 29

 
AETHER HOLDINGS 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 Group 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.
Intangible assets under construction are not amortised until the date they are brought into use. 
(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.
Tangible assets under construction are not depreciated until the date they are brought into use.
(iii) Work in progress
The Group estimates work in progress on the basis of the level of completion at the period 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.
(iv) Impairment of debtors
The Group 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.

Page 30

 
AETHER HOLDINGS 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
69,277
15,000

Manufacture of uPVC windows and doors
36,015,182
35,839,990

36,084,459
35,854,990


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
35,575,337
35,385,689

Rest of Europe
509,122
469,301

36,084,459
35,854,990



5.


Other operating income

2024
2023
£
£

Sundry income
1,494
110,657

1,494
110,657



6.


Operating profit

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

2024
2023
£
£

Amortisation of intangible assets
1,444,869
1,444,869

Depreciation of tangible fixed assets
- owned by the Group
1,696,647
1,176,722

- held under hire purchase agreements
437,320
618,883

Loss/(Profit) on sale of tangible assets
6,365
(2,297)

Exchange differences
3
(1,346)

Other operating lease rentals
380,989
376,829

Page 31

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

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Group's auditors and their associates for the audit of the consolidated and parent Company's financial statements
81,250
78,600

Fees payable to the Group's auditors and their associates in respect of:

All other services
51,740
61,600


8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
8,697,050
7,993,998

Social security costs
796,412
705,457

Cost of defined contribution scheme
173,833
155,713

9,667,295
8,855,168


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Production
234
234
-
-



Administration
74
69
-
-



Management
7
7
3
4

315
310
3
4

Page 32

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

9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
43,013
59,561

Group 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
34,985
33,555

Other loan interest payable
984
5,858

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

164,668
163,294


11.


Taxation


2024
2023
£
£


Current tax on profits for the year
1,401,053
903,011


1,401,053
903,011

Total current tax
1,401,053
903,011

Deferred tax


Origination and reversal of timing differences (note 24)
(84,701)
91,166

Total deferred tax
(84,701)
91,166


1,316,352
994,177
Page 33

 
AETHER HOLDINGS 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
3,009,262
1,945,102


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
752,316
486,276

Effects of:


Non-tax deductible amortisation of goodwill and impairment
455,338
353,152

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
533,615
18,687

Capital allowances for year in excess of depreciation
(4,102)
64,633

Qualifying loss on disposal
1,591
(574)

Deferred tax charge
(84,701)
91,166

Other timing differences leading to an increase in taxation
(337,705)
(19,163)

Total tax charge for the year
1,316,352
994,177


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Dividends

2024
2023
£
£


Dividends paid
1,505,431
828,740


13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit after tax of the parent Company for the year was £2,202,943 (2023 - £1,506,801).

Page 34

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

14.


Intangible assets

Group





Assets under construction
Goodwill
Total

£
£
£



Cost


At 1 January 2024
142,899
14,448,703
14,591,602



At 31 December 2024

142,899
14,448,703
14,591,602



Amortisation


At 1 January 2024
-
5,635,431
5,635,431


Charge for the year
-
1,444,869
1,444,869



At 31 December 2024

-
7,080,300
7,080,300



Net book value



At 31 December 2024
142,899
7,368,403
7,511,302



At 31 December 2023
142,899
8,813,272
8,956,171



Page 35

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

15.


Tangible fixed assets

Group






Freehold land and property
Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 January 2024
1,968,592
5,001,488
6,238,152
1,180,384
10,905


Additions
-
950,786
80,520
417,836
1,832


Disposals
-
(3,410,816)
(491)
(36,617)
-


Transfers between classes
-
55,968
-
-
-



At 31 December 2024

1,968,592
2,597,426
6,318,181
1,561,603
12,737



Depreciation


At 1 January 2024
3,552
2,303,466
3,025,536
458,554
4,012


Charge for the year on owned assets
3,278
1,191,656
344,016
79,567
495


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


Disposals
-
(3,410,816)
(175)
(15,863)
-



At 31 December 2024

6,830
84,306
3,653,750
675,205
4,507



Net book value



At 31 December 2024
1,961,762
2,513,120
2,664,431
886,398
8,230



At 31 December 2023
1,965,040
2,698,022
3,212,616
721,830
6,893
Page 36

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

           15.Tangible fixed assets (continued)


Office equipment
Computer equipment
Assets under construction
Total

£
£
£
£



Cost or valuation


At 1 January 2024
158,179
206,739
441,392
15,205,831


Additions
66,848
21,244
167,850
1,706,916


Disposals
-
-
-
(3,447,924)


Transfers between classes
-
-
(55,968)
-



At 31 December 2024

225,027
227,983
553,274
13,464,823



Depreciation


At 1 January 2024
79,501
163,588
-
6,038,209


Charge for the year on owned assets
41,559
36,076
-
1,696,647


Charge for the year on financed assets
-
-
-
437,320


Disposals
-
-
-
(3,426,854)



At 31 December 2024

121,060
199,664
-
4,745,322



Net book value



At 31 December 2024
103,967
28,319
553,274
8,719,501



At 31 December 2023
78,678
43,151
441,392
9,167,622




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold land and property
1,961,762
1,965,040

Long leasehold
2,513,120
2,698,022

4,474,882
4,663,062


Freehold land of £1,825,034 (2023 - £1,825,034) included in freehold land and property is not depreciated. 

Page 37

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

           15.Tangible fixed assets (continued)

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 38

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

           15.Tangible fixed assets (continued)


Company






Freehold property

£

Cost or valuation


Additions
1,961,762



At 31 December 2024

1,961,762






Net book value



At 31 December 2024
1,961,762



At 31 December 2023
-





The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold property
1,961,762
-

1,961,762
-


Freehold land of £1,800,000 is not being depreciated.

Page 39

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

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
19,150,436



At 31 December 2024
19,150,436



Impairment


Charge for the period
1,800,000



At 31 December 2024

1,800,000



Net book value



At 31 December 2024
17,350,436



At 31 December 2023
19,150,436

An impairment has been recognised in the year of £1,800,000 in relation to Truframe Holdings Limited.


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Stamford Holdings Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
 LE13 1BS
Ordinary
100%
Truframe Holdings Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%

Page 40

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

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Truframe Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Trade Frames Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Energiframe Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Glass Solutions Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Composite Doors Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Aluminium Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Truframe Trade Centres Limited
Unit 3 J,K,L,M
Hudson Road,
Saxby Road Ind. Estate,
Melton Mowbray,
Leicestershire,
LE13 1BS
Ordinary
100%
Solihull Trade Frames Limited
91 Lincoln Road North,
Acocks Green,
Birmingham,
West Midlands,
B27 6RT
Ordinary
100%

Page 41

 
AETHER HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Indirect subsidiary undertakings (continued)

Truframe Composite Doors Limited 14825493 has taken exemption from audit under S479A of the Companies Act 2006. In accordance with this subsection, Aether Holdings Limited has given a guarantee as set out in S479C over the liabilities of these Companies.
Truframe Holdings Limited 10955420 has taken exemption from audit under S479A of the Companies Act 2006. In accordance with this subsection, Aether Holdings Limited has given a guarantee as set out in S479C over the liabilities of these Companies.


17.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
1,412,688
1,146,035

Work in progress (goods to be sold)
343,047
223,483

1,755,735
1,369,518


The carrying value of stocks are stated net of impairment losses totalling £1,755,735 (2023 - £1,369,518). Impairment losses totalling  £6,016 (2023 - £Nil) were recognised in the Consolidated Profit and Loss Account.

Page 42

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

18.


Debtors

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
2,115,156
1,839,093
-
-

Amounts owed by group undertakings
-
-
-
6,674

Amounts owed by related parties
-
6,077
-
-

Other debtors
700
28,173
-
9,069

Prepayments and accrued income
810,642
783,958
-
-

2,926,498
2,657,301
-
15,743



19.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
505,441
469,066
6,710
406

505,441
469,066
6,710
406


Page 43

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

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans (note 22)
14,167
97,538
-
-

Other loans (note 22)
-
196,898
-
196,898

Trade creditors
3,808,626
4,079,157
1,445
196

Amounts owed to related parties
404,931
308,660
-
-

Corporation tax
1,155,246
911,098
-
-

Other taxation and social security
671,312
821,095
-
-

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

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

Other creditors
238,660
638,407
129,178
478,718

Accruals and deferred income
418,419
472,267
-
-

8,611,612
9,462,183
130,623
675,812


Lombard North Central PLC hold a debenture dated 6 October 2020 over all the assets of the Group.
Santander UK PLC hold a debenture dated 28 October 2022 over the freehold and leasehold properties owned by the Group. 
Bank loans of £14,167 (2023 - £97,538) and invoice discounting of £1,384,875 (2023 - £1,184,836) are secured against the assets of the Group.
Hire purchase contracts of £515,376 (2023 - £752,227) are secured against the assets to which they relate.

Page 44

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

21.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans (note 22)
-
142,839

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

642,015
1,095,423


Lombard North Central PLC hold a debenture dated 6 October 2020 over all the assets of the Group.
Santander UK PLC hold a debenture dated 28 October 2022 over the freehold and leasehold properties owned by the Group. 
Bank loans of £Nil (2023 - £142,839) are secured against the assets of the Group.
Hire purchase contracts of £642,015 (2023 - £952,584) are secured against the assets to which they relate.



Page 45

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

22.


Loans

The other loans of £Nil (2023 - £196,898) related to redeemable loan notes. On 10 January 2020 £8,000,000 of redeemable loan notes were issued, during the year interest of £984 was charged on these redeemable loan notes at 0.5% per annum and repayments of £197,881 were made to the loan note holders. 
The directors authorised to accept notice from the loan note holders of not less than one month's notice to redeem the loan notes up to a maximum of £1,000,000 per annum for the first two years or such higher amount as the directors shall in their absolute discretion consider appropriate. The loan note holders can then redeem a minimum of £220,350 for the third year and £200,000 for the subsequent five years up to 8 April 2027. At the year end all loan notes and related interested had been repaid.


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
14,167
97,538
-
-

Other loans
-
196,898
-
196,898


14,167
294,436
-
196,898

Amounts falling due 1-2 years

Bank loans
-
142,839
-
-


-
142,839
-
-

14,167
437,275
-
196,898



23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
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

Page 46

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

24.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
591,005
499,839


Charged to profit or loss (note 11)
(84,701)
91,166



At end of year
506,304
591,005






Group
Group
2024
2023
£
£

Accelerated capital allowances
506,304
591,005

506,304
591,005

Page 47

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

25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



345,000 (2023 - 340,000) Ordinary shares of £0.01 each
3,450
3,400
580,000 (2023 - 580,000) Ordinary B shares of £0.01 each
5,800
5,800
25,000 (2023 - 25,000) Ordinary C shares of £0.01 each
250
250
25,000 (2023 - 25,000) Ordinary D shares of £0.01 each
250
250
- (2023 - 25,000) Ordinary E shares of £0.01 each
-
250
25,000 (2023 - 25,000) Ordinary F shares of £0.01 each
250
250
25,000 (2023 - 25,000) Ordinary G shares of £0.01 each
250
250
25,000 (2023 - 25,000) Ordinary H shares of £0.01 each
250
250
5,000 (2023 - 5,000) Ordinary I shares of £0.01 each
50
50
10,000 (2023 - ) Ordinary J shares of £0.01 each
100
-
10,000 (2023 - ) Ordinary K shares of £0.01 each
100
-

10,750

10,750

On 14 October 2024 10,000 Ordinary shares were redesignated as 10,000 J Ordinary Shares.
On 14 October 2024 10,000 Ordinary shares were redesignated as 10,000 K Ordinary Shares.
During the year 250 Ordinary E shares were redesignated as 250 Ordinary shares.
All shares have full voting capital distribution rights, (including on winding up). Each class of shares has different entitlement to dividends. 



26.


Capital commitments




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


Group
Group
2024
2023
£
£

Contracted for but not provided in these financial statements
52,795
349,857


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund and amounted to £173,833 (2023 - £155,713). Contributions totalling £31,587 (2023 - £30,683) were payable to the fund at the balance sheet date and are included in other creditors.

Page 48

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

28.


Commitments under operating leases

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


Group
Group
2024
2023
£
£

Not later than 1 year
336,933
318,161

Later than 1 year and not later than 5 years
326,354
560,037

663,287
878,198


29.


Transactions with directors

At the year end one of the directors of the Group, was owed by the Group £85,342 (2023 - £250,240). During the year payments totalled £4,265,152 and repayments totalled £4,100,254.
At the year end one of the directors of the Group, was owed by the Group £43,837 (2023 - £24,545) included within other creditors. During the year payments totalled £334,608 and repayments totalled £353,900.
At the year end one of the directors of the Group, was owed by the Group £Nil (2023 - £16,478) included within other creditors. During the year payments totalled £113,835 and repayments totalled £97,357.
The directors had interest free loans during the year that are repayable on demand.

Page 49

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

30.


Related party transactions

The Group has taken advantage of the exemption available under Financial Reporting Standard 102, 33.1A, not to disclose transactions with wholly owned subsidiaries of the Group.


2024
2023
£
£

Balances due from other related parties
-
6,077
Balances due to other related parties
404,931
308,660
Management charges received from other related parties
67,677
15,000
Management charges paid to other related parties
-
27,780
Sales made to other related parties
161,178
116,913
Purchases made from other related parties
353,087
300,435
Loans due to other related parties
75,311
97,245
Key management personnel remuneration
238,011
110,647
Interest charges to the entity from other related parties
984
5,842
Loan notes owed to other related parties
-
196,898

All transactions are considered to be at arms length.
No other transactions with related parties were undertaken which are required to be disclosed under Financial Reporting Standard 102, 33.1A.


31.


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.
On 1 January 2025 Solihull Trade Frames Limited, a subsidiary in the Group, transferred its trade, assets and liabilities to a fellow subsidiary Company, Truframe Trade Centres Limited and ceased trading.
On 1 January 2025 Crown Windows and Doors Limited, a related Company, transferred its trade, assets and liabilities to a fellow subsidiary Company, Truframe Trade Centres Limited and ceased trading.
There have been no other significant events affecting the Group since the year end.


32.


Controlling party

The ultimate controlling party was P D Firmager by virtue of his directorship and majority shareholding.

Page 50