REGISTERED NUMBER: 02228426 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Gazco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

C M Carr

A Compton

I D Kingscott

I D Padget

REGISTERED OFFICE:

Spitfire Avenue

Clyst Honiton

Exeter

Devon

EX5 2FR

REGISTERED NUMBER:

02228426 (England and Wales)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

BANKERS:

Danske Bank

London Branch

75 King William Street

London

EC4N 7DT

The directors present their strategic report for the year ended 31 December 2025.

During the prior year, the company transferred its entire trade and net assets to its immediate parent company, Stovax Gazco Limited. The resulting debtor was settled via dividend in species paid on 29th January 2025.

REVIEW OF BUSINESS

The company did not trade during the year and has been dormant since 29th January 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

Following the company becoming dormant, it is not considered to have any principal risks or uncertainties.

FUTURE PLANS

There are no current plans to change the nature of the company.

ON BEHALF OF THE BOARD:

I D Padget - Director

1 May 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

A dividend in specie of £17,665,408 was distributed to Stovax Gazco Limited on 29th January 2025.

RESEARCH AND DEVELOPMENT

The company continued to invest in product innovation up until the transfer of its trade and net assets to Stovax Gazco Limited.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

C M Carr

A Compton

I D Kingscott

I D Padget

MATTERS COVERED IN THE STRATEGIC REPORT

Disclosures with regards to principal activity, review of the business, future developments, principal risks and uncertainties and financial and other key performance indicators are included within the strategic report.

EMPLOYEES

Applications for employment from disabled persons were always fully considered, bearing in mind the respective aptitude and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort was made to ensure that their employment within the company continued and that appropriate training was arranged. It was the policy of the company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who is fortunate enough not to suffer from a disability.

Employees were kept informed and consulted on matters of importance to them, including those factors affecting the performance and future of the business, by regular meetings.

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for re-appointment at the forthcoming Annual General Meeting in accordance with section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

I D Padget - Director

1 May 2026

Opinion

We have audited the financial statements of Gazco Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of 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 31 December 2025;

-	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.

Emphasis of matter - not a going concern

We draw attention to the going concern section of note 3 in the financial statements, which explains that the financial statements have not been prepared on a going concern basis for the reasons set out in that note. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the Strategic Report, Report of the Directors and Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Strategic Report, Report of the Directors and Financial Statements. Our opinion on the financial statements does not cover the other information and 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.

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 three, 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.

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

We obtained a general understanding of the Company's legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity's policies and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We also drew on our existing understanding of the Company's industry and regulation.

We understand that the Company complies with the framework through:

- Outsourcing accounts preparation and tax compliance to external experts.

- Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.

- The Directors' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly.

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company's ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:

- The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements.

- UK Taxation Law

- Specific industry standards

We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:

- Made enquiries of management regarding compliance with laws and regulations and any known non-compliance in the year

- Obtaining written management representations regarding the adequacy of procedures in place.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

- Manipulation of the financial statements via fraudulent manual journal entries.

The procedures we carried out to gain evidence in the above areas included:

- Testing of manual journal entries, selected based on specific risk assessments applied based on the client processes and controls surrounding manual journals; and

- Challenging management regarding the assumptions used in the estimates identified above, and comparison to market data and post-year-end data as appropriate.

Overall, the senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities.

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.

Matthew Barton BA (Hons) FCA CTA (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

5 May 2026

TURNOVER

5

-

21,464,187

Cost of sales

-

16,181,420

GROSS PROFIT

-

5,282,767

Distribution costs

-

53,838

Administrative expenses

-

5,648,099

-

5,701,937

OPERATING LOSS

-

(419,170

)

Interest receivable and similar income

7

-

586,210

PROFIT BEFORE TAXATION

8

-

167,040

Tax on profit

10

-

69,660

PROFIT FOR THE FINANCIAL YEAR

-

97,380

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

-

97,380

CURRENT ASSETS

Debtors

12

1

17,665,409

TOTAL ASSETS LESS CURRENT LIABILITIES

1

17,665,409

CAPITAL AND RESERVES

Called up share capital

13

1

1

Retained earnings

14

-

17,665,408

SHAREHOLDERS' FUNDS

1

17,665,409

The financial statements were approved by the Board of Directors and authorised for issue on 1 May 2026 and were signed on its behalf by:

I D Padget - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

30,000

19,038,028

19,068,028

Changes in equity

Increase in share capital

1

-

1

Reduction in share capital

(30,000

)

30,000

-

Dividends

-

(1,500,000

)

(1,500,000

)

Total comprehensive income

-

97,380

97,380

Balance at 31 December 2024

1

17,665,408

17,665,409

Changes in equity

Dividends

-

(17,665,408

)

(17,665,408

)

Balance at 31 December 2025

1

-

1

1.	STATUTORY INFORMATION

Gazco 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have not been prepared on a going concern basis. Since the company ceased trading and all trade was transferred to Stovax Gazco Limited in the prior year, the Directors have no plans to recommence trading in the near future, and as such the company will be dormant. The Directors therefore conclude that preparing on a basis other than going concern is appropriate. There have been no changes reflected in the financial statements as a result of this.

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company's parent undertaking, NIBE Industrier AB, whose address is Järnvägsgatan 40, 285 37 Markaryd, Sverige, a company registered in Sweden, includes the Company in its consolidated financial statements. The consolidated Financial Statements of NIBE Industrier AB are prepared in accordance with International Financial Reporting Standards as adopted by the EU, are available to the public and may be obtained from the website http://www.nibe.com under the section "Investor Relations".

In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

o Cash Flow Statement and related notes; and

o Key Management Personnel compensation.

Revenue recognition

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

Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually upon dispatch of goods from the company's premises.

Tangible fixed assets

The cost of tangible fixed assets is their purchase cost, together with any incidental expenses of acquisition. The company assesses at each reporting date whether the tangible assets are impaired. Depreciation is charged to the profit and loss account and calculated so as to write off the cost of fixed assets, on a straight-line basis, over the useful economic lives of the assets concerned. The principal annual rates used for this purpose are:

Plant, fixtures, fittings and equipment

15%

Computer equipment

33% (included with Plant, fixtures, fittings and equipment)

Motor vehicles

25%

Production tooling and stove patterns

15% to 25% (included within Plant, fixtures, fittings and

equipment)

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of

financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

Foreign currencies

The presentation currency of these Financial Statements is Sterling.

Transactions in foreign currencies are translated to the Company's functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at the foreign exchange rate ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account, except for differences arising on the retranslation of qualifying cash flow hedges and items which are fair valued with changes taken to other comprehensive income, which are recognised in other comprehensive income.

Employee benefits

The company is one of the employers in a group personal pension scheme with an external provider. This is a defined contribution scheme, which is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the years during which services are rendered by employees.

Distribution costs and administrative expenses

Distribution costs and administrative expenses are stated net of any recharges made by the company for such costs.

Research and development expenditure

Expenditure on research and development activities is recognised in the profit and loss account as an expense as incurred.

Expenditure on tangible assets purchased as part of development activities, such as cast iron and production tooling, is capitalised (if the foreseeable life is sufficient to justify capitalisation) over four years to seven years, depending on the type of tooling purchased.

Operating leases

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Computer software

Computer software is expensed in the year in which the expenditure is incurred, unless its economic life is greater than three years in which case it is capitalised and included in intangible assets.

Provisions

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

Provision is made for the expected cost of maintenance under warranties in respect of products delivered and invoiced.

Interest receivable and interest payable

Interest receivable and interest payable are accounted for on an accruals basis.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Debtors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. At the end of each reporting year the financial assets are assessed for evidence of impairment. If an asset is impaired, the impairment loss is recognised in the profit and loss.

Creditors

Trade and other creditors are recognised initially at transaction price plus attributable transaction costs.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include provisions for warranties and stock.

5.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market for the year ended 31 December 2024 is given below:

£

United Kingdom

16,666,601

Europe

2,145,222

Rest of the world

1,811,466

Intragroup

840,898

21,464,187

This analysis is not considered to be applicable to the year ended 31 December 2025.

6.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

-

5,504,653

Social security costs

-

491,644

Pension costs

-

302,280

-

6,298,577

The average number of persons employed by the Company (including directors) during the year was as follows:

2025

2024

Distribution

-

86

Administration

4

48

4

134

Remuneration of directors

2025

2024

£

£

Directors' remuneration

-

-

Directors were remunerated through Stovax Gazco Limited, who are fellow group undertakings. Disclosures relating to the directors remuneration, including highest paid director, can be found within the statutory accounts of those entities.

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Other interest receivable

-

586,210

8.	PROFIT BEFORE TAXATION

The profit is stated after charging:

2025

2024

£

£

Depreciation

-

375,427

(Profit)/ loss on disposal of fixed assets

-

(6,202

)

Auditors' remuneration

-

18,650

Foreign exchange differences

-

70,466

9.	AUDITORS' REMUNERATION

2025

2024

Auditors remuneration

2,500

18,650

The auditors remuneration for the year is settled by another group entity.

10.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

156,283

Prior year adjustment to the tax charge

-

(2,637

)

Total current tax

-

153,646

Deferred tax:

Current year

-

(77,470

)

Prior year

-

(6,516

)

Total deferred tax

-

(83,986

)

Tax on profit

-

69,660

UK corporation tax was charged at 25%) in 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is the same as the standard rate of corporation tax in the UK.

2025

2024

£

£

Profit before tax

-

167,040

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

-

41,760

Effects of:

Expenses not deductible for tax purposes

-

35,752

Adjustments to tax charge in respect of previous periods

-

(2,637

)

Fixed asset differences

-

1,301

Adjustments to tax charge in respect of previous periods - deferred tax

-

(6,516

)

Total tax charge

-

69,660

11.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Final dividend

-

1,500,000

Dividend in specie

17,665,408

-

17,665,408

1,500,000

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

1

17,665,409

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Class:

2025

2024

2025

2024

Number

Number

£

Ordinary shares of £1

1

1

1

1

14.

RESERVES

Retained

earnings

£

At 1 January 2025

17,665,408

Profit for the year

-

Dividends

(17,665,408

)

At 31 December 2025

-

15.	RELATED PARTY DISCLOSURES

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

16.	ULTIMATE CONTROLLING PARTY

The immediate parent is Stovax Gazco Limited, a company registered in England and Wales at the same address as this Company.

The ultimate parent undertaking party of this company is NIBE Industrier AB, whose address is Järnvägsgatan 40, 285 37 Markaryd, Sverige, a company registered in Sweden and listed on the Stockholm Stock Exchange, with reference SE0000390296.

17.	BANK GUARANTEES

The company had the following guarantees.

2025

2024

£

£

Customs and excise guarantees

-

-

The guarantee relates to the Company's VAT deferment account. Group banking facilities are covered by a cross guarantee between group companies, but there was no exposure at the previous year end and this was cancelled during the financial year.