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Registered number: 01652665 Condair Limited Annual report and financial statements For the year ended 31 December 2025
Condair Limited Company Information
Directors | D Marshall-George
| T Tullett
| P Von Heimendahl
| S P Winslet
Company secretary | J J Stone
Registered number | 01652665
Registered office | Artex Avenue
| Rustington, Littlehampton
| BN16 3LN
Independent auditors | Kreston Reeves Audit LLP
| Statutory Auditor
| 9 Donnington Park
| 85 Birdham Road
| Chichester
| West Sussex
| PO20 7AJ
Condair Limited Contents
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 9
Statement of comprehensive income | 10
Balance sheet | 11
Statement of changes in equity | 12
Statement of cash flows | 13
Notes to the financial statements | 14 - 25
Condair Limited Strategic report For the year ended 31 December 2025
Introduction
Condair Group are the leading manufacturer of commercial and industrial humidity control equipment and evaporative cooling systems, setting standards with regard to energy efficiency and hygienic solutions. The Condair Group consists of sales and service organisations in 23 countries, production sites in Europe, North America and China, and international sales partners in more than 50 locations. Condair is represented in the UK by Condair Limited. The principal activity of the company is to offer humidity control system design, with the distribution and maintenance of humidifiers and dehumidifier systems. The company provides nationwide coverage with an extensive team of sales and service engineers, strategically located across the UK and Ireland.
Business review
2025 represented a year of transition and stabilisation following the divestment of part of the wider business. While overall performance was below initial expectations and behind budget, the company remained profitable throughout the year and maintained a stable trading position. This resilience provided a solid foundation and a strong platform for progress into 2026. Although growth momentum moderated compared with the prior year, the business continued to invest deliberately in its operational capabilities. A key milestone was the successful completion of the transition onto the Condair Group's global IT platform, which has significantly strengthened processes, governance and internal controls. These investments position the company well to support future growth and improved operational efficiency. The Condair Group manufacturing business continued to function successfully, investing in future development and further innovations to increase productivity. Through proactive supplier management Condair maintained lead times, product quality and on time delivery, demonstrating the strength and resilience of the manufacturing and supply chain side of the Condair Group. The company successfully managed net working capital and is well placed to invest and react swiftly to future developments. Condair continues to live its vision, mission and values and these define who we are as an organisation and are key to our long-term success. Our vision is to create healthier built environments and increase productivity, with the optimal humidity for a better life. Our mission is to be driven by our customers’ needs and supported by science, we engineer reliable and sustainable solutions. Our values are we act on our vision, we are reliable, we are results orientated, we empower our people, and we improve human life. Condair prides itself on being a people first organisation, focusing on being an employer of choice and by continuing to be accredited by Investors In People. The company remains in a strong financial position in terms of its balance sheet and access to liquid funds, both from its own resources and from access to a cash pool facility managed by Condair Group AG based in Switzerland. Cash flow has remained strong throughout the year. Page 1
Condair Limited Strategic report (continued) For the year ended 31 December 2025
Principal risks and uncertainties
Financial Instruments and Business Risks The company does not use significant financial instruments, other than debtors, creditors and other items that arise directly from its operations. The main purpose of these financial instruments is to enable the smooth operation of the business. The main risks from the company's financial instruments are liquidity risk, supply risk, currency risk and credit risk. Senior management reviews and agrees policies for managing these risks and these are summarised below: Liquidity risk The company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. As part of these procedures, the company has in place sufficient facilities with its bankers to fulfil its ongoing cash flow requirements including an overdraft facility which is currently unused. There is a currently unused facility to borrow from other group companies. Supply risk The company is dependent on other group companies for the supply of its major product ranges. It is consequently reliant on them in terms of quality, quantity and lead time. Foreign currency risk The company's principal currency risk exposures are primarily to the effect of Euro/Sterling and exchange rates due to the significant levels of imports and exports. Foreign currency bank accounts are maintained to mitigate the risk to the company. Credit risk The credit risk arises from the collection of trade debtors. Procedures have been implemented for the collection of these debtors in order to manage the relative risks and trade debtors are reviewed monthly by the board of directors. Credit control is tight and there is a low historic level of bad debts. Qualifying third party indemnity provisions Qualifying indemnity insurance cover has been arranged in respect of the personal liabilities which may be incurred by directors and officers of the company during the course of their service to the company. This insurance has been in place during the year and on the date of this report.
Key performance indicators
| 2025 | 2024
| £ | £
Sales | 9,325,252 | 12,805,324
Gross margin (%) | 44 | 47
Exceptional items | - | -
Operating profit | 539,035 | 2,060,962
Operating margin (%) | 6 | 16
Pre-tax profit | 622,463 | 4,058,800
Profit/(loss) for the year | 446,508 | 3,023,665
Page 2
Condair Limited Strategic report (continued) For the year ended 31 December 2025 This report was approved by the board and signed on its behalf.
D Marshall-George Director
Date: 5 March 2026
Page 3
Condair Limited Directors' report For the year ended 31 December 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £446,508 (2024 - £3,023,665). The directors have declared dividends amounting to £400,000 (2024: Nil).
Directors
The directors who served during the year were:
D Marshall-George
T Tullett
P Von Heimendahl
R Dietsche (resigned 31 March 2025)
S P Winslet (appointed 1 December 2025)
Future developments
The company’s strategy is to continue developing exciting new markets in 2026, to support further growth through the launch of new products, with focus on end user business segments and services. The Condair Group continues to build on its success through new product and market development and through efficient quality operations. Page 4
Condair Limited Directors' report (continued) For the year ended 31 December 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the directors is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the directors has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The audit registration of Kreston Reeves LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the company on 6 October 2025. The auditors, Kreston Reeves Audit LLP, 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 Marshall-George Director
Date: 5 March 2026
Page 5
Condair Limited Independent auditors' report to the members of Condair Limited
Opinion
We have audited the financial statements of Condair Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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. Page 6
Condair Limited Independent auditors' report to the members of Condair Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
Condair Limited Independent auditors' report to the members of Condair Limited (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Capability of the audit in detecting irregularities, including fraud Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to revenue recognition, the recoverability of trade debtors, the posting of journal entries to increase profits or reclassify costs and management bias in accounting estimates especially in the stock provision. Audit procedures performed by the engagement team included: ∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud, and review of the reports made by management; and ∙Assessment of identified fraud risk factors; and ∙Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and ∙Review of cash and credit card expenditure to confirm no evidence of personal benefit; and ∙Challenging assumptions and judgements made by management in its significant accounting estimates; and ∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and ∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and ∙Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and ∙Review of internal controls and physical inspection of tangible assets susceptible to fraud or irregularity; and ∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and ∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation. Page 8
Condair Limited Independent auditors' report to the members of Condair Limited (continued) As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. ∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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. Simon Webber BA(hons) DChA FCA (Senior statutory auditor) for and on behalf of Kreston Reeves Audit LLP Statutory Auditor Chichester 6 March 2026 Page 9
Condair Limited Statement of comprehensive income For the year ended 31 December 2025
| Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024
Note | £ | £ | £ | £ | £ | £
Turnover | 4 | 9,325,252 | - | 9,325,252 | 9,759,893 | 3,045,431 | 12,805,324
Cost of sales |  | (5,229,422) | - | (5,229,422) | (5,553,333) | (1,247,789) | (6,801,122)
Gross profit |  | 4,095,830 | - | 4,095,830 | 4,206,560 | 1,797,642 | 6,004,202
Administrative expenses |  | (4,946,971) | - | (4,946,971) | (5,275,315) | (321,541) | (5,596,856)
Other operating income | 5 | 1,390,176 | - | 1,390,176 | 1,653,616 | - | 1,653,616
Operating profit | 6 | 539,035 | - | 539,035 | 584,861 | 1,476,101 | 2,060,962
Income from participating interests |  | - | - | - | 2,027,577 | - | 2,027,577
Interest receivable and similar income | 10 | 99,735 | - | 99,735 | 10,698 | - | 10,698
Interest payable and similar expenses | 11 | (16,307) | - | (16,307) | (40,437) | - | (40,437)
Profit before tax |  | 622,463 | - | 622,463 | 2,582,699 | 1,476,101 | 4,058,800
Tax on profit | 12 | (175,955) | - | (175,955) | (632,912) | (402,223) | (1,035,135)
Profit for the financial year |  | 446,508 | - | 446,508 | 1,949,787 | 1,073,878 | 3,023,665
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 14 to 25 form part of these financial statements.
Page 10
Condair Limited Registered number: 01652665 Balance sheet As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 13 |  | 714,894 |  | 763,039
Investments | 14 |  | 1 |  | 4
|  |  | 714,895 |  | 763,043
Current assets |  |  |  |  |
Stocks | 15 | 629,832 |  | 496,794 |
Debtors: amounts falling due after more than one year | 16 | 1,477,500 |  | 1,970,000 |
Debtors: amounts falling due within one year | 16 | 2,882,874 |  | 5,672,772 |
|  | 4,990,206 |  | 8,139,566 |
Creditors: amounts falling due within one year | 17 | (1,344,966) |  | (4,588,982) |
Net current assets |  |  | 3,645,240 |  | 3,550,584
Total assets less current liabilities |  |  | 4,360,135 |  | 4,313,627
Net assets |  |  | 4,360,135 |  | 4,313,627
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 47,500 |  | 47,500
Revaluation reserve |  |  | 72,258 |  | 72,258
Capital redemption reserve |  |  | 2,500 |  | 2,500
Profit and loss account |  |  | 4,237,877 |  | 4,191,369
|  |  | 4,360,135 |  | 4,313,627
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 March 2026.
D Marshall-George
Director
Page 11
Condair Limited Statement of changes in equity For the year ended 31 December 2025
| Called up share capital | Capital redemption reserve | Revaluation reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 47,500 | 2,500 | 72,258 | 1,167,704 | 1,289,962
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 3,023,665 | 3,023,665
Total comprehensive income for the year | - | - | - | 3,023,665 | 3,023,665
At 1 January 2025 | 47,500 | 2,500 | 72,258 | 4,191,369 | 4,313,627
Comprehensive income for the year |  |  |  |  |
Profit for the year | - | - | - | 446,508 | 446,508
Total comprehensive income for the year | - | - | - | 446,508 | 446,508
Contributions by and distributions to owners |  |  |  |  |
Dividends: Equity capital | - | - | - | (400,000) | (400,000)
At 31 December 2025 | 47,500 | 2,500 | 72,258 | 4,237,877 | 4,360,135
| The notes on pages 14 to 25 form part of these financial statements.
Page 12
Condair Limited Statement of cash flows For the year ended 31 December 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 446,508 | 3,023,665
Adjustments for: |  |
Depreciation of tangible assets | 44,023 | 45,527
Loss on disposal of tangible assets | 11,209 | -
Interest paid | 16,307 | 40,437
Interest received | (99,735) | (10,698)
Taxation charge | 175,955 | 1,035,135
(Increase) in stocks | (133,038) | (214,354)
Decrease/(increase) in debtors | 1,281,090 | (309,002)
Decrease/(increase) in amounts owed by groups | 2,001,308 | (1,610,469)
(Decrease) in creditors | (230,002) | (118,965)
(Decrease)/increase in amounts owed to groups | (2,478,879) | 633,653
Net fair value losses/(gains) recognised in P&L | - | (2,027,577)
Corporation tax (paid) | (711,090) | (500,000)
Net cash generated from operating activities | 323,656 | (12,648)
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (7,503) | -
Sale of tangible fixed assets | 416 | -
Loss on disposal of shares | 3 | -
Interest received | 99,735 | 10,698
Net cash from investing activities | 92,651 | 10,698
Cash flows from financing activities |  |
Dividends paid | (400,000) | -
Interest paid | (16,307) | (40,437)
Net cash used in financing activities | (416,307) | (40,437)
Net increase/(decrease) in cash and cash equivalents | - | (42,387)
Cash and cash equivalents at beginning of year | - | 42,387
Cash and cash equivalents at the end of year | - | -
Cash and cash equivalents at the end of year comprise: |  |
| - | -
The notes on pages 14 to 25 form part of these financial statements.
Page 13
Condair Limited Notes to the financial statements For the year ended 31 December 2025
1. | General information
Condair Limited is a limited company domiciled and incorporated in England and Wales with the registration number 01652665. The company's registered office and principal place of business is Artex Avenue, Rustington, West Sussex, BN16 3LN. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.
| 2.3 | Going concern
During the year the company achieved another strong year of sales and remained profitable. The Directors have produced budgets and forecasts covering 12 months from the date of signing of the financial statements and accordingly conclude it is appropriate to adopt the going concern basis in preparing the financial statements as outlined in the statement of directors' responsibilities.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Page 14
Condair Limited Notes to the financial statements For the year ended 31 December 2025 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 Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Company as lessor
Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term. Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
| 2.7 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 15
Condair Limited Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.9 | Finance costs
Finance costs are charged to profit or loss 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.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.11 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 2.12 | 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. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Freehold property | - | 5% |
|  |  |  | Motor vehicles | - | 20% |
|  |  |  | Office equipment | - | 20% |
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 profit or loss.
| 2.13 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 16
Condair Limited Notes to the financial statements For the year ended 31 December 2025 2.Accounting policies (continued)
| 2.14 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average 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 profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | 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.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have made the following judgments: Tangible fixed assets The directors determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in reaching such a decision include the economic viabiity and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. Stock provision The company makes a provision against the cost of slow moving and obsolete stock. This is to ensure that the stock value stated in the financial statements represents its value at the lower of cost and net realisable value. Judgments are made on the future saleability of stock when calculating the required provision which are regularly reviewed. Cost Allocation of Discontinued Operations The allocation of costs to discontinued operations requires significant judgment to ensure accurate representation of the financial performance and position of both continuing and discontinued operations. Costs that are directly attributable to the discontinued operations, such as direct staff costs, materials, and overhead costs, are allocated in full to the discontinued operations. Where costs are not directly attributable, the company has applied the percentage of income as an appropriate allocation method. Page 17
Condair Limited Notes to the financial statements For the year ended 31 December 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 6,762,778 | 10,384,697
| Rendering of services | 2,562,474 | 2,420,627
|  | 9,325,252 | 12,805,324
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 9,298,413 | 12,594,549
| Rest of Europe | 26,839 | 204,909
| Rest of the world | - | 5,866
|  | 9,325,252 | 12,805,324
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating income | 1,390,176 | 1,503,616
| Other income | - | 150,000
|  | 1,390,176 | 1,653,616
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 57,108 | (96,877)
| Depreciation of tangible fixed assets | 44,023 | 45,527
| Defined contribution pension cost | 135,678 | 159,032
Page 18
Condair Limited Notes to the financial statements For the year ended 31 December 2025
7. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 28,000 | 28,750
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 3,220,785 | 3,560,675
| Social security costs | 365,339 | 362,232
| Cost of defined contribution scheme | 135,678 | 159,032
|  | 3,721,802 | 4,081,939
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Staff and management | 55 | 61
|  | Despatch | 3 | 4
|  |  | 58 | 65
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 294,587 | 488,873
|  | 294,587 | 488,873
| The highest paid director received remuneration of £115,012 (2024 - £170,404).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,685 (2024 - £18,072).
Page 19
Condair Limited Notes to the financial statements For the year ended 31 December 2025
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 99,735 | 10,698
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 16,307 | 40,437
|  | 16,307 | 40,437
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 159,885 | 1,043,017
| Adjustments in respect of previous periods | 16,070 | (7,882)
|  | 175,955 | 1,035,135
| Total current tax | 175,955 | 1,035,135
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on profit | 175,955 | 1,035,135
Page 20
Condair Limited Notes to the financial statements For the year ended 31 December 2025 12.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 622,463 | 4,058,800
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 155,616 | 1,014,700
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 7,423 | (5,791)
| Short-term timing difference leading to an increase (decrease) in taxation | 12,916 | 26,226
| Total tax charge for the year | 175,955 | 1,035,135
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 21
Condair Limited Notes to the financial statements For the year ended 31 December 2025
13. | Tangible fixed assets
|  | Freehold property | Motor vehicles | Office equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 1,096,579 | - | 64,537 | 1,161,116
| Additions | - | 7,503 | - | 7,503
| Disposals | - | (7,503) | (6,133) | (13,636)
| At 31 December 2025 | 1,096,579 | - | 58,404 | 1,154,983
| Depreciation |  |  |  |
| At 1 January 2025 | 374,436 | - | 23,641 | 398,077
| Charge for the year on owned assets | 32,700 | 375 | 10,948 | 44,023
| Disposals | - | (375) | (1,636) | (2,011)
| At 31 December 2025 | 407,136 | - | 32,953 | 440,089
| Net book value |  |  |  |
| At 31 December 2025 | 689,443 | - | 25,451 | 714,894
| At 31 December 2024 | 722,143 | - | 40,896 | 763,039
14. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 4
| Disposals | (3)
| At 31 December 2025 | 1
Page 22
Condair Limited Notes to the financial statements For the year ended 31 December 2025
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| JS Humidifiers Limited | Artex Avenue, Rustington, Littlehampton, West Sussex, England, BN16 3LN | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
| JS Humidifiers Limited | 1 | -
15. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finished goods and goods for resale (net of provisions) | 629,832 | 496,794
16. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Other debtors | 1,477,500 | 1,970,000
|  | 1,477,500 | 1,970,000
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 1,441,507 | 2,823,821
| Amounts owed by group undertakings | 702,992 | 2,704,300
| Other debtors | 617,752 | 94,708
| Prepayments and accrued income | 120,623 | 49,943
|  | 2,882,874 | 5,672,772
Page 23
Condair Limited Notes to the financial statements For the year ended 31 December 2025
17. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 380,519 | 245,257
| Amounts owed to group undertakings | - | 2,478,879
| Corporation tax | - | 535,135
| Other taxation and social security | 603,015 | 880,967
| Other creditors | - | 112,031
| Accruals and deferred income | 361,432 | 336,713
|  | 1,344,966 | 4,588,982
18. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £135,678 (2024 - £159,023). Contributions totalling £Nil (2024 - £38,189) were payable to the fund at the balance sheet date and are included in creditors.
19. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 157,684 | 188,647
| Later than 1 year and not later than 5 years | 152,733 | 219,766
|  | 310,417 | 408,413
Page 24
Condair Limited Notes to the financial statements For the year ended 31 December 2025
20. | Related party transactions
| Remuneration of key management personnel Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly. The remuneration of key management personnel is as follows:
|  | 2025 | 2024
|  | £ | £
| Aggregate remuneration | 384,892 | 588,841
|  | 384,892 | 588,841
| The company has taken advantage of the exemption available in Section 33.1A of FRS102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
21. | Controlling party
The company's immediate parent company is Condair Holding AG, a company incorporated in Switzerland. The company's ultimate parent company is Meier Capital Limited, a company incorporated in Switzerland. This is the smallest and largest entity for which the results are consolidated in the consolidated accounts. The ultimate controlling party is Mr S G Meier, a Swiss resident individual.
Page 25