Smoke Control Services Limited - Limited company accounts 25.1

REGISTERED NUMBER: 02776224 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2025

FOR

SMOKE CONTROL SERVICES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

K Glassel

C A Jones

A B C Ulff

REGISTERED OFFICE:

T2 Capital Business Park

Parkway

Cardiff

CF3 2PZ

REGISTERED NUMBER:

02776224 (England and Wales)

AUDITORS:

Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

The directors present their strategic report for the year ended 30 April 2025.

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The contract orderbook was 11.8 million as of the 30th November 2024.

The financial year covers the period from 1 May 2024 to 30 November 2024, comprising seven months of trading. On 3 December 2024, the trade and assets of the Company were transferred to Systemair Limited, with Group SCS continuing to operate as a division of Systemair Ltd. During the period, the business continued its integration into the Systemair Group, with a focus on streamlining internal processes and aligning operational practices. This transition also included the successful transfer and re-establishment of all necessary accreditations under the name of Systemair Ltd, which were previously held by Smoke Control Services Ltd. Investment was made in staff training and IT hardware to support the effective adoption and utilisation of Systemair’s software systems, positioning the division for improved efficiency and future growth within the wider group structure.

The company delivered several high-profile projects during the financial year.

Greenwich 1905 - London

Grahame Park - London

Sunningdale Apartments - Ascot

West Heath Road - London

Oxford Brooks University - Oxford

In addition to the existing order book, the following projects have been secured and will be delivered over the coming financial years.

Great Ormond Street Hospital CCC - London

Horlicks Quarter - Block J - Slough

Vastern Road - Reading

Woolwich Central - London

Cardiff Bay Areana - Cardiff

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the group are broadly grouped as - competitive, legislative and financial instrument risk.

Competitive Risk

The Company operating in the competitive tender marketplace, however a high percentage of turnover is from repeat business.

Being successful in the tender of these contracts is uncertain and based on financial and performance criteria.

Legislative Risk

In the UK, the equipment must be manufactured to EU standards. These standards are subject to

continuous revision and any new Directive may have a material impact on the ability of the group to

manufacture and supply products at a profit. In addition, compliance imposes costs and failure to comply with the standards could materially affect the group's ability to operate.

Financial Instrument Risk

The Company has maintained a risk and financial management framework whose primary objectives are to protect the company from events that hinder the achievement of the company's performance objectives.

The objectives aim to limit undue counterparty exposure, ensure sufficient working capital exists and

monitor the management of risk at a business unit level.

Financial Risk Management Objectives and Policies

The Company uses financial instruments such as cash, leases, loans, trade payable and trade receivables in order to raise finance for its operations. The existence of these instruments exposes the Company to financial risks which are details below.

Liquidity risk / Cash Flow Risk

The Company seeks to manage financial risk by ensuring sufficient cash balances are available to meet its obligations as they fall due and to invest cash assets safely and profitably. The Company monitors cash flow using forecasting techniques to ensure that all obligations can be met as they fall due.

Interest Risk

The Company monitors its banking facilities and compliance against covenants as required. Company

monies are also monitored to ensure that the minimum interest charges are paid with regards to charges.

Credit Risk

The principal credit risk for the Company arises from its trade receivables. In order to manage credit risk, the Directors have incorporated a range of credit control procedures to monitor bad debt levels, and to ensure that any debt are collected as they fall due. Aged debtors are reviewed by senior management monthly basis. In addition, the company pays an annual premium for Credit Insurance to protect against any potential bad debts.

Capital Management

The Company's objectives when managing capital are to safeguard its ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to minimise the cost of capital.

Foreign Exchange Risk

The company uses forward foreign currency contracts to reduce exposure to the variability of foreign exchange rates by fixing the rate of any material payments in a foreign currency.

EMPLOYEES

Company is committed to providing employment practices and policies which recognise the diversity of our workforce and ensure equality for employees regardless of sex, race, disability, age, sexual orientations or religious belief.

Employees are kept closely informed of major changes affecting them through such measures as team meetings, briefings and internal communications. There are well established procedures to ensure that the views of employees are considered in reaching decision, and ongoing training is provided when required.

Full and fair consideration is given to all applications for employment.

HEALTH AND SAFETY

The Company has defined procedures to ensure compliance with health and safety regulations. In addition, there is regular communication with employee on safety matters.

ENVIRONMENT

The Company is committed to the protection of the environment and aims to minimise the impact of its business activities by ensuring the effective environmental management and compliance with all relevant laws and regulations. Management review environmental considerations as part of the decision-making process and will strive to improve performance by minimising waste and maximising recycling whenever possible. Management communicates with interested parties on environmental issues and provide training where appropriate.

ON BEHALF OF THE BOARD:

C A Jones - Director

29 April 2026

The directors present their report with the financial statements of the company for the year ended 30 April 2025.

DIVIDENDS

No dividends will be distributed for the year ended 30 April 2025.

DIRECTORS

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

K Glassel

C A Jones

A B C Ulff

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Wallwork Nelson & Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C A Jones - Director

29 April 2026

Opinion

We have audited the financial statements of Smoke Control Services Limited (the 'company') for the year ended 30 April 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 April 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management around the actual and potential litigation and claims.

Enquiry of entity staff to identify any instances of non-compliance with laws and regulation.

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Auditing the risk of management override of controls, including reviewing journals entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

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

Use of our report

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

Paul Woodburn (Senior Statutory Auditor)

for and on behalf of Wallwork Nelson & Johnson

Chartered Accountants & Statutory Auditors

Chandler House

7 Ferry Road Office Park

Riversway

Preston

Lancashire

PR2 2YH

29 April 2026

TURNOVER

6,927,684

12,792,574

Cost of sales

4,515,475

8,399,560

GROSS PROFIT

2,412,209

4,393,014

Administrative expenses

2,528,262

3,308,203

OPERATING (LOSS)/PROFIT and

(LOSS)/PROFIT BEFORE TAXATION

(116,053

)

1,084,811

Tax on (loss)/profit

5

(28,992

)

270,726

(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(87,061

)

814,085

(LOSS)/PROFIT FOR THE YEAR

(87,061

)

814,085

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(87,061

)

814,085

FIXED ASSETS

Tangible assets

6

-

41,173

CURRENT ASSETS

Stocks

7

-

441,560

Debtors

8

6,357,215

8,399,094

Cash at bank

-

1,328,223

6,357,215

10,168,877

CREDITORS

Amounts falling due within one year

9

22,000

3,735,319

NET CURRENT ASSETS

6,335,215

6,433,558

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,335,215

6,474,731

CREDITORS

Amounts falling due after more than one
year

10

-

(46,718

)

PROVISIONS FOR LIABILITIES

12

-

(5,737

)

NET ASSETS

6,335,215

6,422,276

CAPITAL AND RESERVES

Called up share capital

13

50,698

Share premium

14

57,930

Capital redemption reserve

14

65

Retained earnings

14

6,226,522

6,313,583

SHAREHOLDERS' FUNDS

6,335,215

6,422,276

The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2026 and were signed on its behalf by:

C A Jones - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

Balance at 1 May 2023

50,698

5,499,498

57,930

65

5,608,191

Changes in equity

Total comprehensive income

-

814,085

-

814,085

Balance at 30 April 2024

50,698

6,313,583

57,930

65

6,422,276

Changes in equity

Total comprehensive income

-

(87,061

)

-

(87,061

)

Balance at 30 April 2025

50,698

6,226,522

57,930

65

6,335,215

1.	STATUTORY INFORMATION

Smoke Control Services 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 Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 33.7.

Turnover

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

Turnover comprises the invoice value of goods supplied by the company, exclusive of trade discounts and value added tax.

Turnover is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods, the amounts of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover in relation to contracts is recognised by reference to the stage of completion.

Tangible fixed assets

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

Leasehold improvements

-

straight line over period of lease

Plant and machinery

-

25% on cost

Fixtures, fittings and equipment

-

33% on cost and 25% on cost

Motor vehicles

-

25% on cost

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 year end and that are expected to apply to the reversal of the timing difference.

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

Research and development

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

Foreign currencies

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

Pension costs and other post-retirement benefits

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

Going concern

Although the trade of The Company ceased on 3 December 2024, the Directors consider the going concern basis of accounting to be appropriate.

3.	EMPLOYEES AND DIRECTORS

30/4/25

30/4/24

£

Wages and salaries

1,659,943

1,899,463

Social security costs

204,856

223,796

Other pension costs

71,096

103,527

1,935,895

2,226,786

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

30/4/25

30/4/24

Directors

3

Pre-construction

5

Project management

7

Factory

12

Commissioning

4

Service

13

14

Support

7

Easivent

2

53

54

30/4/25

30/4/24

£

Directors' remuneration

88,508

137,663

4.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

30/4/25

30/4/24

£

Depreciation - owned assets

-

16,683

Auditors' remuneration

22,000

Foreign exchange differences

(39,038

)

(24,122

)

5.

TAXATION

Analysis of the tax (credit)/charge

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

30/4/25

30/4/24

£

Current tax:

UK corporation tax

(28,992

)

272,806

Deferred tax

-

(2,080

)

Tax on (loss)/profit

(28,992

)

270,726

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

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

30/4/25

30/4/24

£

(Loss)/profit before tax

(116,053

)

1,084,811

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25% (2024 - 25%)

(29,013

)

271,203

Effects of:

Expenses not deductible for tax purposes

21

152

Depreciation in excess of capital allowances

-

3,041

Group relief

-

(1,590

)

Deferred tax movement

-

(2,080

)

Total tax (credit)/charge

(28,992

)

270,726

6.	TANGIBLE FIXED ASSETS

Fixtures,

fittings

Leasehold

Plant and

and

Motor

improvements

machinery

equipment

vehicles

Totals

£

COST

At 1 May 2024

109,088

23,186

528,068

6,058

666,400

Disposals

(109,088

)

(23,186

)

(528,068

)

(6,058

)

(666,400

)

At 30 April 2025

-

DEPRECIATION

At 1 May 2024

87,300

23,186

508,683

6,058

625,227

Eliminated on disposal

(87,300

)

(23,186

)

(508,683

)

(6,058

)

(625,227

)

At 30 April 2025

-

NET BOOK VALUE

At 30 April 2025

-

At 30 April 2024

21,788

-

19,385

-

41,173

7.

STOCKS

30/4/25

30/4/24

£

Stocks

-

441,560

8.

DEBTORS

30/4/25

30/4/24

£

Amounts falling due within one year:

Trade debtors

-

3,063,358

Amounts owed by group undertakings

6,328,223

3,164,793

Amounts recoverable on contract

-

345,778

Other debtors

-

511,304

Tax

28,992

-

Prepayments

-

369,553

6,357,215

7,454,786

Amounts falling due after more than one year:

Other debtors

-

944,308

Aggregate amounts

6,357,215

8,399,094

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/4/25

30/4/24

£

Bank loans and overdrafts (see note 11)

-

5,139

Trade creditors

-

1,634,334

Amounts owed to participating interests

-

916,471

Tax

-

282,478

Social security and other taxes

-

143,628

VAT

-

101,893

Other creditors

-

349,444

Accrued expenses

22,000

301,932

22,000

3,735,319

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

30/4/25

30/4/24

£

Other creditors

-

46,718

11.

LOANS

An analysis of the maturity of loans is given below:

30/4/25

30/4/24

£

Amounts falling due within one year or on demand:

Bank overdrafts

-

5,139

12.	PROVISIONS FOR LIABILITIES

30/4/25

30/4/24

£

Deferred tax

-

5,737

Deferred

tax

£

Balance at 1 May 2024

5,737

Utilised during year

(5,737

)

Balance at 30 April 2025

-

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/4/25

30/4/24

value:

£

42,900

A Ordinary

1p

429

7,857

B Ordinary

1p

78

9,428

C Ordinary

1p

94

50,000

D Ordinary

£1

50,000

2,672

E Ordinary

1p

27

6,984

F Ordinary

1p

70

50,698

14.

RESERVES

Capital

Retained

Share

redemption

earnings

premium

reserve

Totals

£

At 1 May 2024

6,313,583

57,930

65

6,371,578

Deficit for the year

(87,061

)

(87,061

)

At 30 April 2025

6,226,522

57,930

65

6,284,517