REGISTERED NUMBER: 04438902 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 1 APRIL 2024 TO 5 APRIL 2025

FOR

ENVIROGRAF LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Consolidated Income Statement

5

Consolidated Other Comprehensive Income

6

Consolidated Balance Sheet

7

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

Mrs M Ward

D A Ward

REGISTERED OFFICE:

Charlton House

Dour Street

Dover

Kent

CT16 1BL

REGISTERED NUMBER:

04438902 (England and Wales)

ACCOUNTANTS:

McCabe Ford Williams

Chartered Accountants

Charlton House

Dour Street

DOVER

Kent

CT16 1BL

The directors present their strategic report of the company and the group for the period 1 April 2024 to 5 April 2025.

REVIEW OF BUSINESS

The performance for the year is in line with the directors expectations, with the Company's financial position, with Shareholders' Funds totalling £3,164,232 (2024: £3,449,776). In the accounting period under review the company reported an operating loss of £473,912 (2024: £223,211 loss). This loss is reduced by the latest R&D tax credit claim which was processed by HM Revenue and Customs just prior to the year-end.

The company sales have remained in line with last year, with gross profit margins also remaining consistent. The company has preserved gross profit margins throughout the year, with increase in product costs being passed onto the customers. Results show a gross profit margin of 31.6% which has increased by 1.2% from 2024. This shows an overall healthy margin for the core business operations.

The loss has arisen largely due to exceptional costs in relation to light and heat in the main trading subsidiary company Intumescent Systems Ltd, which has arisen as a result of the fixed term ending in December 2024. During the fixed term, the meter readings have not aligned with what British Gas have reported on bills, due to the meter doing a full rotation. At the end of the fixed term the supplier has reissued invoices and credit notes for periods covering 2023 to 2025, which has put the company in the position of a debtor balance totalling £288,469 at year-end, and also an accrued expense totalling £508,117 for invoices raised in May 2025 relating to the year under review. The net impact on the profit and loss is expenditure totalling £378,875, which is considered exceptional by the directors, therefore they expect the company to return to profitability next year.

The other most significant movement in expenses is legal fees which have risen by £58,894, representing a 25.1% rise. These primarily relate to patent and intellectual property fees for new product development and patenting, which highlights the company's commitment to developing new products and staying ahead of the innovation curve.

The company is generally in a strong position due to some of the products it manufactures being bespoke and only available through them as patented products, with little or no competitors existing in the market which strengthen their overall position.

The focus for 2025/26 are the new regulations in relation to fire doors, with certain properties now requiring to upgrade them, meaning a surge in demand. The directors see this as a big opportunity for the business, and expect volume of sales to increase as a result.

One of the related parties Netlock Ltd, has also sold its Chilham site Maslow Court in November 2025, for proceeds of approximately £800,000. A large amount of the proceeds are to be distributed to the various trading companies within the group for development of products and marketing to increase sales.

KEY PERFORMANCE INDICATORS (KPIs)

Financial

05.04.25

31.03.24

£'000

£'000

Turnover

10,748

10,944

Gross profit

3,400

3,330

Gross profit margin

31.6%

30.4%

Operating profit/(loss)

(494)

(223)

Direct wages to sales ratio

39.6%

40.8%

Wages to sales ratio

48.4%

49.1%

PRINCIPAL RISKS AND UNCERTAINTIES

The directors continually monitor the risks and uncertainties that may impact the company's performance, financial position and long-term viability. The principal risks and uncertainties facing the Company include the general economic environment, volatility of markets, technological and innovation risks, as well as regulatory and compliance risks.

Economic and Market Risks

Along with the general economic situation domestically, the wars in Ukraine and Israel have had an impact on the cost and scarcity of raw materials which constitute a ongoing uncertainty for the business, as has had a knock on with supply chains. The company manages these uncertainties by maintaining a good relationship with a broad range of suppliers and ensuring an up to date knowledge of the commodity price in the marketplace. The company has diversified the products it sells to cover a range of sectors, and subsequently it's customer base reflects this, meaning these risks are mitigated.

Regulatory and Compliance Risks

The business is subject to Approved Document B of The Building Regulations 2010, which requires certification processes and stringent regulatory requirements for many of the products sold by Envirograf. Regulations have changed significantly in recent years with cladding being a particular example since Grenfell. These changes could require product redesign, additional testing, re-certification and lead to increase costs and potential delays to the market. The company mitigates these risks by undertaking regular training, upholding ISO certifications and use of management and directors with extensive industry and regulatory experience.

Technological and Innovation Risks

Advances in fire-safety technology create a risk of product obsolescence if the company fails to keep up with innovations. The company carries out significant product research and development each year to mitigate these risks, and work closely with third party professional and legal entities to anticipate future needs and demands.

ON BEHALF OF THE BOARD:

D A Ward - Director

2 January 2026

The directors present their report with the financial statements of the company and the group for the period 1 April 2024 to 5 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of the manufacture and retail of fire prevention products and heaters.

DIVIDENDS

No dividends will be distributed for the period ended 5 April 2025.

DIRECTORS

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

Mrs M Ward

D A Ward

ON BEHALF OF THE BOARD:

D A Ward - Director

2 January 2026

TURNOVER

10,748,979

10,944,499

Cost of sales

7,349,252

7,614,489

GROSS PROFIT

3,399,727

3,330,010

Administrative expenses

3,875,295

3,555,311

OPERATING LOSS

5

(475,568

)

(225,301

)

Interest receivable and similar income

1,656

2,090

LOSS BEFORE TAXATION

(473,912

)

(223,211

)

Tax on loss

6

(160,730

)

(328,898

)

(LOSS)/PROFIT FOR THE FINANCIAL PERIOD

(313,182

)

105,687

(Loss)/profit attributable to:

Owners of the parent

(285,544

)

94,919

Non-controlling interests

(27,638

)

10,768

(313,182

)

105,687

(LOSS)/PROFIT FOR THE PERIOD

(313,182

)

105,687

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(313,182

)

105,687

Total comprehensive income attributable to:

Owners of the parent

(285,544

)

94,919

Non-controlling interests

(27,638

)

10,768

(313,182

)

105,687

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

827,906

1,051,354

Investments

10

-

-

827,906

1,051,354

CURRENT ASSETS

Stocks

11

1,272,384

1,256,238

Debtors

12

3,356,798

2,967,742

Cash at bank and in hand

134,582

203,748

4,763,764

4,427,728

CREDITORS

Amounts falling due within one year

13

1,972,536

1,471,165

NET CURRENT ASSETS

2,791,228

2,956,563

TOTAL ASSETS LESS CURRENT LIABILITIES

3,619,134

4,007,917

PROVISIONS FOR LIABILITIES

15

99,250

174,850

NET ASSETS

3,519,884

3,833,067

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

3,164,132

3,449,676

SHAREHOLDERS' FUNDS

3,164,232

3,449,776

NON-CONTROLLING INTERESTS

18

355,652

383,291

TOTAL EQUITY

3,519,884

3,833,067

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 5 April 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the period ended 5 April 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements were approved by the Board of Directors and authorised for issue on 2 January 2026 and were signed on its behalf by:

D A Ward - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

305

305

305

305

CREDITORS

Amounts falling due within one year

13

402

402

NET CURRENT LIABILITIES

(402

)

(402

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(97

)

(97

)

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

(197

)

(197

)

SHAREHOLDERS' FUNDS

(97

)

(97

)

Company's profit for the financial year

-

-

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 5 April 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 5 April 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 2 January 2026 and were signed on its behalf by:

D A Ward - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 April 2023

100

3,354,757

3,354,857

372,523

3,727,380

Changes in equity

Total comprehensive income

-

94,919

94,919

10,768

105,687

Balance at 31 March 2024

100

3,449,676

3,449,776

383,291

3,833,067

Changes in equity

Total comprehensive income

-

(285,544

)

(285,544

)

(27,638

)

(313,182

)

Balance at 5 April 2025

100

3,164,132

3,164,232

355,653

3,519,885

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

100

(197

)

(97

)

Changes in equity

Balance at 31 March 2024

100

(197

)

(97

)

Changes in equity

Balance at 5 April 2025

100

(197

)

(97

)

Cash flows from operating activities

Cash generated from operations

1

(187,114

)

16,161

Tax paid

88,857

162,521

Net cash from operating activities

(98,257

)

178,682

Cash flows from investing activities

Purchase of tangible fixed assets

(45,661

)

(75,474

)

Sale of tangible fixed assets

2,422

95,834

Interest received

1,656

2,090

Net cash from investing activities

(41,583

)

22,450

Cash flows from financing activities

Amount introduced by directors

70,888

4,636

Amount withdrawn by directors

(214

)

(2,942

)

Net cash from financing activities

70,674

1,694

(Decrease)/increase in cash and cash equivalents

(69,166

)

202,826

Cash and cash equivalents at beginning of period

2

203,748

922

Cash and cash equivalents at end of period

2

134,582

203,748

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

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Loss before taxation

(473,912

)

(223,211

)

Depreciation charges

263,003

321,979

Loss/(profit) on disposal of fixed assets

3,685

(32,184

)

Finance income

(1,656

)

(2,090

)

(208,880

)

64,494

Increase in stocks

(16,148

)

(298,005

)

(Increase)/decrease in trade and other debtors

(399,798

)

295,650

Increase/(decrease) in trade and other creditors

437,712

(45,978

)

Cash generated from operations

(187,114

)

16,161

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Period ended 5 April 2025

5.4.25

1.4.24

£

£

Cash and cash equivalents

134,582

203,748

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

203,748

29,504

Bank overdrafts

-

(28,582

)

203,748

922

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.24

Cash flow

At 5.4.25

£

£

£

Net cash

Cash at bank and in hand

203,748

(69,166

)

134,582

203,748

(69,166

)

134,582

Total

203,748

(69,166

)

134,582

1.	CHANGE OF ACCOUNTING REFERENCE DATE

After the year-end it was agreed by the directors for the group companies to extend their accounting reference dates to 5 April 2025. The group however will continue to prepare their respective records to 31 March, which falls within the seven day window as permitted under the Companies Act 2006 S.390.

2.	STATUTORY INFORMATION

Envirograf 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.

3.	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.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill arose in Intumescent Systems Limited in 2008, which was amortised over two years and subsequently was fully amortised from 2010.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Improvements to property

-

25% on reducing balance

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

25% on reducing balance, 20% on cost and 5% on cost

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Stocks

Stock and work-in-progress are stated at the lower of cost and net realisable value. Cost is calculated using the average cost method and consists of material and director labour costs, together with an appropriate proportion of production overheads, and after making due allowance for any slow moving or obsolete stock items.

Taxation

Taxation for the period 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 period 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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

4.	EMPLOYEES AND DIRECTORS

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Wages and salaries

5,201,212

5,364,865

Social security costs

502,896

524,485

Other pension costs

86,751

92,907

5,790,859

5,982,257

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

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

Factory employees

122

130

Office/administrative employees

37

36

159

166

The average number of employees by undertakings that were proportionately consolidated during the period was 159 (2024 - 166 ) .

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Directors' remuneration

272,062

270,752

Information regarding the highest paid director is as follows:

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Emoluments etc

181,573

178,013

5.	OPERATING LOSS

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

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Carriage and freight

216,262

233,538

Other operating leases

97,549

95,737

Depreciation - owned assets

263,002

321,980

Loss/(profit) on disposal of fixed assets

3,685

(32,184

)

Auditors' remuneration

20,000

33,103

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the period was as follows:

Period

1.4.24

to

Year Ended

5.4.25

31.3.24

£

£

Current tax:

UK corporation tax

(85,130

)

(241,812

)

Deferred tax

(75,600

)

(87,086

)

Tax on loss

(160,730

)

(328,898

)

7.	INDIVIDUAL INCOME STATEMENT

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

8.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 April 2024

and 5 April 2025

93,119

AMORTISATION

At 1 April 2024

and 5 April 2025

93,119

NET BOOK VALUE

At 5 April 2025

-

At 31 March 2024

-

9.	TANGIBLE FIXED ASSETS

Group

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 April 2024

26,074

2,151,242

498,749

Additions

17,642

28,019

-

Disposals

-

(18,900

)

-

At 5 April 2025

43,716

2,160,361

498,749

DEPRECIATION

At 1 April 2024

543

1,459,005

254,428

Charge for period

10,467

179,159

47,378

Eliminated on disposal

-

(12,793

)

-

At 5 April 2025

11,010

1,625,371

301,806

NET BOOK VALUE

At 5 April 2025

32,706

534,990

196,943

At 31 March 2024

25,531

692,237

244,321