| REGISTERED NUMBER: 15895027 (England and Wales) |
| Hallmark Doors Group Limited |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 13th August 2024 to 31st December 2025 |
| REGISTERED NUMBER: 15895027 (England and Wales) |
| Hallmark Doors Group Limited |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 13th August 2024 to 31st December 2025 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Contents of the Consolidated Financial Statements |
| for the period 13th August 2024 to 31st December 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 4 |
| Report of the Independent Auditors | 6 |
| Consolidated Income Statement | 9 |
| Consolidated Other Comprehensive Income | 10 |
| Consolidated Balance Sheet | 11 |
| Company Balance Sheet | 12 |
| Consolidated Statement of Changes in Equity | 13 |
| Company Statement of Changes in Equity | 14 |
| Consolidated Cash Flow Statement | 15 |
| Notes to the Consolidated Cash Flow Statement | 16 |
| Notes to the Consolidated Financial Statements | 18 |
| Hallmark Doors Group Limited |
| Company Information |
| for the period 13th August 2024 to 31st December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Group Strategic Report |
| for the period 13th August 2024 to 31st December 2025 |
| The directors present their strategic report of the company and the group for the period 13th August 2024 to 31st December 2025. |
| Business |
| The company was incorporated on 13 August 2024. |
| On 29th October 2024 the company acquired Hallmark Door Systems Group Limited and its subsidiaries. |
| This resulted in the company acquiring six wholly owned trading subsidiaries being Hallmark Door Systems Group Limited, Hallmark Group Holdings Limited, Hallmark Group Products Limited, Hallmark Panels Limited, Laminated Supplies Limited and Valletta Surplus Limited. |
| There are three manufacturing companies in the group. Hallmark Panels Limited manufacture laminated products, doors and door panels. Laminated Supplies Limited manufacture laminated products and Valletta Surplus Limited sells surplus goods. |
| REVIEW OF BUSINESS |
| The group has had a very successful trading period, achieving an EBITDA of £5,643,843 for the 14 month trading period reflected in these financial statements and EBITDA of £5,175,810 for the 12 months to 31 December 2025. |
| Following the acquisition of Hallmark Door Systems Group Limited, the consolidated financial statements reflected goodwill of £23,138,628 which is being amortised over a 10 year period which substantially suppresses the reported profit on page 9. The group is continuing to monitor costs closely to ensure it can continue to trade competitively and successfully in the future. Sufficient working capital is in place to support the group's activities. |
| The group maintain a number of key performance indicators in respect of sales growth, gross margin and circulation numbers. |
| The key financial and other performance indicators during the year were as follows: |
2025 (14 month period |
) |
12 month January to December 2025 |
| £ | £ |
| Turnover | 37,266,401 | 34,374,811 |
| Profit before taxation | 1,381,854 | 1,138,545 |
| Equity shareholders' funds | 11,775,577 | 11,610,393 |
| EBITDA | 5,643,843 | 5,175,810 |
| The full results for the year are set out on page 9. The directors have paid an interim dividend amounting to £209,921 and do not recommend payment of a final dividend. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The group faces competition risk from other companies in the industry resulting in pressure to keep prices low whilst ensuring quality remains high. Another key risk is the performance of the UK and European economies. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Group Strategic Report |
| for the period 13th August 2024 to 31st December 2025 |
| SECTION 172(1) STATEMENT |
| The directors have considered the matters set out in section 172 (1) (a) to (f) when performing their duty to |
| promote the success of the company and the group. The directors continue to ensure that any business decisions consider the long-term impact on all key stakeholders. This includes when evaluating growth opportunities. During the period there has been a strong focus on the continued integration of systems and processes to ensure that going forward the business can function in a single consistent manner. This integration promotes employee development and allows supplier and customer relationships to be elevated to a group level. Environmental issues continue to be a major focus of the business and are a key consideration as the Board compiles its strategy. The board encourages sharing of best practices between group companies to ensure the business operates at the highest possible standard and endeavours for all members to be treated fairly. |
| In addition, the directors consider the company's employees, suppliers and customers to be integral to its continued success. The directors have reported on engagement with employees, suppliers, customers and others within the Report of the Directors. |
| FINANCIAL INSTRUMENTS |
| The group's principal financial instruments comprise bank balances, invoice discounting, trade debtors, trade creditors and asset finance agreements. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations. |
| Due to the nature of the financial instruments used by the group there is minimal exposure to price risk. The group's approach to managing other risks applicable to the financial instruments is shown below. |
| In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of invoice discounting facilities within the group. |
| In respect of bank loans, these comprise loans from financial institutions. The interest rates on the loans are variable and the monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. |
| In respect of asset finance agreements, the interest rate and monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. |
| Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. This is also managed by the use of invoice discounting, which ensures reduced exposure to bad debts and also offers a funding facility for which interest and charges are made. |
| Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts as they fall due. |
| FUTURE OUTLOOK |
| New products are constantly being added to the group's comprehensive range to meet the demand of its customers. |
| The board believes that the company's strategy together with its experienced management will be a solid foundation for future successful performance. |
| ON BEHALF OF THE BOARD: |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Report of the Directors |
| for the period 13th August 2024 to 31st December 2025 |
| The directors present their report with the financial statements of the company and the group for the period 13th August 2024 to 31st December 2025. |
| INCORPORATION |
| The group was incorporated on 13th August 2024 . |
| DIVIDENDS |
| The total distribution of dividends for the period ended 31st December 2025 will be £209,921. |
| DIRECTORS |
| The directors who have held office during the period from 13th August 2024 to the date of this report are as follows: |
| All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| EMPLOYEE INVOLVEMENT |
| During the year, the policy of providing employees with information about the company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas. |
| ENGAGEMENT WITH EMPLOYEES |
| The directors make use of the senior management teams throughout the group to ensure that all employees are kept up to date with key and relevant information which may concern them as employees. Each location consults its employees as necessary when making material decisions which may affect them. Employees are encouraged to have an interest in the performance of the company and a general awareness of the group's performance. |
| ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
| The directors continuously consider key stakeholder relationships and develops them through the senior management team. The group considers relationships with customers and suppliers on a global scale and maintains strong relationships at a local and group level. Major group actions take into consideration these business relationships. |
| STREAMLINED ENERGY AND CARBON REPORTING |
| The company consumes less than 40,000 kWh of energy each year, therefore energy efficiency disclosures under the Streamlined Energy and Carbon Reporting regulations ("SECR") are not included. On a consolidated basis there is no additional disclosure on the basis that all subsidiary companies are not required to report under the SECR in their own right due to either being non- large companies or consuming less than 40,000 kWh of energy annually. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Report of the Directors |
| for the period 13th August 2024 to 31st December 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
| AUDITORS |
| The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Hallmark Doors Group Limited |
| Opinion |
| We have audited the financial statements of Hallmark Doors Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st December 2025 and of the group's profit for the period 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 group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Hallmark Doors Group Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| 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: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence. |
| We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - | performed analytical procedures to identify any unusual or unexpected relationships; |
| - | tested journal entries to identify unusual transactions; |
| - | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
| - | investigated the rationale behind significant or unusual transactions. |
| Report of the Independent Auditors to the Members of |
| Hallmark Doors Group Limited |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - reading the minutes of meetings of those charged with governance; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors. |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Consolidated Income Statement |
| for the period 13th August 2024 to 31st December 2025 |
| Notes | £ |
| TURNOVER | 37,266,401 |
| Cost of sales | 25,456,859 |
| GROSS PROFIT | 11,809,542 |
| Administrative expenses | 9,470,706 |
| OPERATING PROFIT | 4 | 2,338,836 |
| Interest receivable and similar income | 4,137 |
| 2,342,973 |
| Interest payable and similar expenses | 5 | 961,119 |
| PROFIT BEFORE TAXATION | 1,381,854 |
| Tax on profit | 6 | 1,000,262 |
| PROFIT FOR THE FINANCIAL PERIOD |
| Profit attributable to: |
| Owners of the parent | 381,592 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Consolidated Other Comprehensive Income |
| for the period 13th August 2024 to 31st December 2025 |
| Notes | £ |
| PROFIT FOR THE PERIOD | 381,592 |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
381,592 |
| Total comprehensive income attributable to: |
| Owners of the parent | 381,592 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Consolidated Balance Sheet |
| 31st December 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 | 20,484,715 |
| Tangible assets | 10 | 4,032,639 |
| Investments | 11 | - |
| 24,517,354 |
| CURRENT ASSETS |
| Stocks | 12 | 3,215,252 |
| Debtors | 13 | 4,421,765 |
| Cash at bank and in hand | 660,228 |
| 8,297,245 |
| CREDITORS |
| Amounts falling due within one year | 14 | 13,196,266 |
| NET CURRENT LIABILITIES | (4,899,021 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
19,618,333 |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
(7,084,054 |
) |
| PROVISIONS FOR LIABILITIES | 18 | (759,172 | ) |
| NET ASSETS | 11,775,107 |
| CAPITAL AND RESERVES |
| Called up share capital | 19 | 11,603,436 |
| Retained earnings | 20 | 171,671 |
| 11,775,107 |
| The financial statements were approved by the Board of Directors and authorised for issue on 13th May 2026 and were signed on its behalf by: |
| S Chapman - Director |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Company Balance Sheet |
| 31st December 2025 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| Investments | 11 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
15 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Retained earnings | 20 |
| Company's profit for the financial year | 1,744,188 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Consolidated Statement of Changes in Equity |
| for the period 13th August 2024 to 31st December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | 11,603,436 | - | 11,603,436 |
| Dividends | - | (209,921 | ) | (209,921 | ) |
| Total comprehensive income | - | 381,592 | 381,592 |
| Balance at 31st December 2025 | 11,603,436 | 171,671 | 11,775,107 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Company Statement of Changes in Equity |
| for the period 13th August 2024 to 31st December 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Issue of share capital | - |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 31st December 2025 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Consolidated Cash Flow Statement |
| for the period 13th August 2024 to 31st December 2025 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 5,458,190 |
| Interest paid | (895,666 | ) |
| Interest element of hire purchase payments paid |
(65,453 |
) |
| Tax paid | (822,647 | ) |
| Net cash from operating activities | 3,674,424 |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (565,702 | ) |
| Acquisition of subsidiary | (2,216,335 | ) |
| Cash acquired on acquisition | 463,601 |
| Sale of tangible fixed assets | 120,646 |
| Interest received | 4,137 |
| Net cash from investing activities | (2,193,653 | ) |
| Cash flows from financing activities |
| Loan repayments in year | (545,647 | ) |
| Amount withdrawn by directors | (64,975 | ) |
| Equity dividends paid | (209,921 | ) |
| Net cash from financing activities | (820,543 | ) |
| Increase in cash and cash equivalents | 660,228 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
660,228 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Cash Flow Statement |
| for the period 13th August 2024 to 31st December 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Profit before taxation | 1,381,854 |
| Depreciation charges | 3,432,884 |
| Loss on disposal of fixed assets | 116,794 |
| Finance costs | 961,119 |
| Finance income | (4,137 | ) |
| 5,888,514 |
| Increase in stocks | (600,990 | ) |
| Increase in trade and other debtors | (655,701 | ) |
| Increase in trade and other creditors | 826,367 |
| Cash generated from operations | 5,458,190 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 31st December 2025 |
| 31.12.25 | 13.8.24 |
| £ | £ |
| Cash and cash equivalents | 660,228 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| At 13.8.24 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | - | 660,228 | 660,228 |
| - | 660,228 | 660,228 |
| Debt |
| Finance leases | - | (1,064,506 | ) | (1,064,506 | ) |
| Debts falling due within 1 year | - | (1,244,713 | ) | (1,244,713 | ) |
| Debts falling due after 1 year | - | (17,206 | ) | (17,206 | ) |
| - | (2,326,425 | ) | (2,326,425 | ) |
| Total | - | (1,666,197 | ) | (1,666,197 | ) |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Cash Flow Statement |
| for the period 13th August 2024 to 31st December 2025 |
| 4. | ACQUISITION OF BUSINESS |
| On 29th October 2024 the group acquired the entire share capital of Hallmark Door Systems Group Limited. The amounts recognised at the acquisition date for each class of asset and cost of the business combination were as follows: |
| Intangible Fixed Assets - Goodwill | 23,138,628 |
| Intangible Fixed Assets - Other | 45,594 |
| Tangible Fixed Assets | 4,032,732 |
| Stocks | 2,614,262 |
| Debtors | 3,698,689 |
| Cash | 463,601 |
| Creditors due within 1 year | 7,841,890 |
| Creditors over 1 year | 1,242,368 |
| Provisions for liabilities | 766,163 |
| 24,143,085 |
| Consideration paid in cash | 2,000,000 |
| Deferred consideration | 4,000,000 |
| Issue of Ordinary share capital | 7,600 |
| Issue of Redeemable preference share capital | 6,325,714 |
| Issue of Irredeemable preference share capital | 11,593,436 |
| Transaction costs | 216,335 |
| 24,143,085 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements |
| for the period 13th August 2024 to 31st December 2025 |
| 1. | STATUTORY INFORMATION |
| Hallmark Doors Group Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Basis of consolidation |
| The group financial statements consolidate the financial statements of Hallmark Doors Group Limited and all its subsidiaries for the period ended 31 December 2025. The subsidiary undertakings have been accounted for under the acquisition method of accounting. No company Statement of Comprehensive Income is presented for Hallmark Doors Group Limited as permitted by section 408 of the Companies Act 2006. |
| Critical accounting judgements and key sources of estimation uncertainty |
| In the application of the company's accounting policies, management have been required to make judgments, estimates and assumptions. These estimates which relate to the carrying value of assets and liabilities, where not readily available from other sources, are based on underlying assumptions and experience. Actual results may differ from these estimates. These estimates and assumptions are reviewed on an on-going basis |
| Sources of estimation uncertainty: |
| Depreciation rates are based on estimates of the useful lives and residual values of the associated assets. |
| Bad debt provisions are based on the likely recover of debtor balances. |
| Warranty provisions are based on an estimated additional spend per unit, for remedial costs applicable to products already delivered. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Goodwill |
| Goodwill, being the amount paid in connection with the acquisition of a business is being amortised over its useful life of 10 years. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| 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. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Freehold property | - |
| Long leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Stocks |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| 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. |
| 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. |
| 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. |
| Provisions for liabilities |
| Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. |
| Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. |
| Increases in provisions are generally charged as an expense to profit or loss. |
| 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. |
| Basic financial assets |
| Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Other financial assets |
| Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in the fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. |
| Impairment of financial assets |
| Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. |
| If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. |
| Financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. |
| Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transactions, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. |
| Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. |
| Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 6,951,983 |
| Social security costs | 1,100,546 |
| Other pension costs | 139,396 |
| 8,191,925 |
| The average number of employees during the period was as follows: |
| Office & management | 29 |
| Production | 134 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 163 . |
| £ |
| Directors' remuneration | 362,526 |
| Directors' pension contributions to money purchase schemes | 12,043 |
| Information regarding the highest paid director is as follows: |
| £ |
| Emoluments etc | 87,960 |
| Pension contributions to money purchase schemes | 1,354 |
| Key management personnel |
| The board consider that only directors are deemed to be members of key management personnel. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging: |
| £ |
| Hire of plant and machinery | 58,536 |
| Depreciation - owned assets | 605,500 |
| Loss on disposal of fixed assets | 116,794 |
| Goodwill amortisation | 2,699,507 |
| Auditors' remuneration | 36,500 |
| Foreign exchange differences | 18 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest | 191,428 |
| Interest payable | 704,238 |
| Hire purchase | 65,453 |
| 961,119 |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 1,007,253 |
| Deferred tax | (6,991 | ) |
| Tax on profit | 1,000,262 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Profit before tax | 1,381,854 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % |
345,464 |
| Effects of: |
| Income not taxable for tax purposes | (20,079 | ) |
| Amortisation not deductible | 674,877 |
| Total tax charge | 1,000,262 |
| 7. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 8. | DIVIDENDS |
| £ |
| Interim Dividend | 209,921 |
| 9. | INTANGIBLE FIXED ASSETS |
| Group |
| Development |
| Goodwill | costs | Totals |
| £ | £ | £ |
| COST |
| Additions | 23,138,628 | 45,594 | 23,184,222 |
| At 31st December 2025 | 23,138,628 | 45,594 | 23,184,222 |
| AMORTISATION |
| Amortisation for period | 2,699,507 | - | 2,699,507 |
| At 31st December 2025 | 2,699,507 | - | 2,699,507 |
| NET BOOK VALUE |
| At 31st December 2025 | 20,439,121 | 45,594 | 20,484,715 |
| 10. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Short | Long |
| property | leasehold | leasehold |
| £ | £ | £ |
| COST |
| Additions | 40,610 | 116,045 | - |
| Disposals | - | - | - |
| On acquisition | 58,330 | 416,381 | 4,285 |
| At 31st December 2025 | 98,940 | 532,426 | 4,285 |
| DEPRECIATION |
| Charge for period | 1,543 | 47,563 | 468 |
| Eliminated on disposal | - | - | - |
| On acquisition | 1,705 | 88,172 | 2,964 |
| At 31st December 2025 | 3,248 | 135,735 | 3,432 |
| NET BOOK VALUE |
| At 31st December 2025 | 95,692 | 396,691 | 853 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 10. | TANGIBLE FIXED ASSETS - continued |
| Group |
| Fixtures |
| Plant and | and | Motor |
| machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| Additions | 269,365 | 38,080 | 463,505 | 927,605 |
| Disposals | (582,541 | ) | (272,369 | ) | (744,125 | ) | (1,599,035 | ) |
| On acquisition | 4,438,700 | 724,001 | 2,341,923 | 7,983,620 |
| At 31st December 2025 | 4,125,524 | 489,712 | 2,061,303 | 7,312,190 |
| DEPRECIATION |
| Charge for period | 205,251 | 45,817 | 304,858 | 605,500 |
| Eliminated on disposal | (465,173 | ) | (268,456 | ) | (630,142 | ) | (1,363,771 | ) |
| On acquisition | 2,263,625 | 645,827 | 1,035,529 | 4,037,822 |
| At 31st December 2025 | 2,003,703 | 423,188 | 710,245 | 3,279,551 |
| NET BOOK VALUE |
| At 31st December 2025 | 2,121,821 | 66,524 | 1,351,058 | 4,032,639 |
| 11. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 13th August 2024 |
| and 31st December 2025 |
| NET BOOK VALUE |
| At 31st December 2025 |
| At 12th August 2024 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 11. | FIXED ASSET INVESTMENTS - continued |
| Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital at 31 December 2025 are as follows:- |
Name of company |
Country of registration and operation |
Nature of business |
Proportion of voting rights and shares held |
| Fortrace Limited | England | Dormant | 100% |
| Hallmark Doors Limited | England | Dormant | 100% |
| Hallmark Door Systems Group Limited | England | Dormant | 100% |
| Hallmark Group Products Limited | England | Holding company | 100% |
| Hallmark Panels Limited | England | Manufacturing | 100% |
| Laminated Supplies Limited | England | Manufacturing | 100% |
| Hallmark Group Holdings Limited | England | Holding company | 100% |
| Toughened Glass Solutions Limited | England | Dormant | 100% |
| Valletta Surplus Limited | England | Sale of surplus goods | 100% |
| All of the above companies comprise subsidiary undertakings, which are fully consolidated within the group financial statements. |
| 12. | STOCKS |
| Group |
| £ |
| Stocks | 2,862,513 |
| Work-in-progress | 352,739 |
| 3,215,252 |
| 13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Trade debtors | 3,210,170 |
| Amounts owed by group undertakings | - |
| Other debtors | 106 |
| Directors' loan accounts | 67,375 | 67,390 |
| VAT | - |
| Prepayments and accrued income | 1,144,114 |
| 4,421,765 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 16) | 1,244,713 |
| Hire purchase contracts (see note 17) | 463,362 |
| Invoice finance | 2,124,931 |
| Trade creditors | 3,360,680 |
| Amounts owed to group undertakings | - |
| Tax | 738,209 |
| Social security and other taxes | 882,145 |
| Other creditors | 4,382,226 |
| Directors' loan accounts | - | 51,463 |
| 13,196,266 |
| 15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans (see note 16) | 17,206 |
| Hire purchase contracts (see note 17) | 601,144 |
| Other creditors | 139,990 |
| Redeemable preference shares | 6,325,714 | 6,325,714 |
| 7,084,054 |
| 16. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| £ | £ |
| Amounts falling due within one year or | on demand: |
| Bank loans | 1,244,713 |
| Amounts falling due between two and | five years: |
| Bank loans - 2-5 years | 17,206 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Net obligations repayable: |
| Within one year | 463,362 |
| Between one and five years | 601,144 |
| 1,064,506 |
| Group |
| Non- |
| cancellable |
| operating |
| leases |
| £ |
| Within one year | 182,369 |
| Between one and five years | 382,247 |
| 564,616 |
| 18. | PROVISIONS FOR LIABILITIES |
| Group |
| £ |
| Deferred tax | 759,172 |
| Group |
| Deferred |
| tax |
| £ |
| Movement during period | (6,991 | ) |
| On acquisition of subsidiary | 766,163 |
| Balance at 31st December 2025 | 759,172 |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 19. | CALLED UP SHARE CAPITAL |
| Alloted, issued and fully paid: |
Number |
Class |
Nominal Value |
2025 |
| 5,200 | Ordinary A Shares | £1 | 5,200 |
| 1,200 | Ordinary B Shares | £1 | 1,200 |
| 1,200 | Ordinary C Shares | £1 | 1,200 |
| 1,200 | Ordinary D Shares | £1 | 1,200 |
| 400 | Ordinary E Shares | £1 | 400 |
| 400 | Ordinary F Shares | £1 | 400 |
| 400 | Ordinary G Shares | £1 | 400 |
| Total Ordinary share capital | 10,000 |
| 6,325,714 | 5% Redeemable Preference Shares | £1 | 6,325,714 |
| 11,593,436 | 0.1% Irredeemable Preference Shares | £1 | 11,593,436 |
| Total preference share capital | 17,919,150 |
| Of the total irredeemable preference share capital of £17,919,150, £6,325,714 has been included as a liability and represents the present value of future income from the preference shares. £11,593,436 has been included within equity and represents the equity element of the share capital. |
| 20. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| Profit for the period | 381,592 |
| Dividends | (209,921 | ) |
| At 31st December 2025 | 171,671 |
| Company |
| Retained |
| earnings |
| £ |
| Profit for the period |
| Dividends | ( |
) |
| At 31st December 2025 |
| Retained earnings |
| Retained earnings represent cumulative profits and losses net of dividends and other adjustments. |
| Hallmark Doors Group Limited (Registered number: 15895027) |
| Notes to the Consolidated Financial Statements - continued |
| for the period 13th August 2024 to 31st December 2025 |
| 21. | PENSION COMMITMENTS |
| The group operates a money purchase pension scheme for its employees and also contributes to an industry related scheme. The assets of the schemes are held separately from those of the company in independently administered funds. The pension cost charge represents contributions of £143,785 for the group payable to the pension scheme during the year. The amounts outstanding for the group and the company at 31st December 2025 was £Nil. |
| 22. | CAPITAL COMMITMENTS |
| £ |
| Contracted but not provided for in the |
| financial statements | 191,858 |
| 23. | RELATED PARTY DISCLOSURES |
| Key management personnel of the entity or its parent (in the aggregate) |
| £ |
| Amount due from related party | 67,390 |
| Other related parties |
| £ |
| Sales | 77,410 |
| Purchases | 717,648 |
| Amount due from related party | 363 |
| Amount due to related party | 4,026 |
| 24. | ULTIMATE CONTROLLING PARTY |
| The group is under the ultimate control of S Chapman by virtue of his majority shareholding. |