Caseware UK (AP4) 2024.0.164 2024.0.164 2025-12-312026-05-062026-05-082025-12-312026-05-062025-01-01truetruetruefalsefalseNo description of principal activity5948false 01856209 2025-01-01 2025-12-31 01856209 2024-01-01 2024-12-31 01856209 2025-12-31 01856209 2024-12-31 01856209 2024-01-01 01856209 c:CompanySecretary1 2025-01-01 2025-12-31 01856209 c:Director1 2025-01-01 2025-12-31 01856209 c:Director2 2025-01-01 2025-12-31 01856209 c:Director5 2025-01-01 2025-12-31 01856209 c:Director6 2025-01-01 2025-12-31 01856209 c:Director8 2025-01-01 2025-12-31 01856209 c:RegisteredOffice 2025-01-01 2025-12-31 01856209 c:Agent1 2025-01-01 2025-12-31 01856209 d:Buildings d:LongLeaseholdAssets 2025-01-01 2025-12-31 01856209 d:Buildings d:LongLeaseholdAssets 2025-12-31 01856209 d:Buildings d:LongLeaseholdAssets 2024-12-31 01856209 d:PlantMachinery 2025-01-01 2025-12-31 01856209 d:PlantMachinery 2025-12-31 01856209 d:PlantMachinery 2024-12-31 01856209 d:PlantMachinery d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01856209 d:MotorVehicles 2025-01-01 2025-12-31 01856209 d:MotorVehicles 2025-12-31 01856209 d:MotorVehicles 2024-12-31 01856209 d:MotorVehicles d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01856209 d:OfficeEquipment 2025-01-01 2025-12-31 01856209 d:OfficeEquipment 2025-12-31 01856209 d:OfficeEquipment 2024-12-31 01856209 d:OfficeEquipment d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01856209 d:OwnedOrFreeholdAssets 2025-01-01 2025-12-31 01856209 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-01-01 2025-12-31 01856209 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2025-12-31 01856209 d:DevelopmentCostsCapitalisedDevelopmentExpenditure 2024-12-31 01856209 d:CurrentFinancialInstruments 2025-12-31 01856209 d:CurrentFinancialInstruments 2024-12-31 01856209 d:Non-currentFinancialInstruments 2025-12-31 01856209 d:Non-currentFinancialInstruments 2024-12-31 01856209 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 01856209 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 01856209 d:Non-currentFinancialInstruments d:AfterOneYear 2025-12-31 01856209 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 01856209 e:UnitedKingdom 2025-01-01 2025-12-31 01856209 e:UnitedKingdom 2024-01-01 2024-12-31 01856209 e:RestEuropeOutsideUK 2025-01-01 2025-12-31 01856209 e:RestEuropeOutsideUK 2024-01-01 2024-12-31 01856209 e:RestWorldOutsideUK 2025-01-01 2025-12-31 01856209 e:RestWorldOutsideUK 2024-01-01 2024-12-31 01856209 d:UKTax 2025-01-01 2025-12-31 01856209 d:UKTax 2024-01-01 2024-12-31 01856209 d:ShareCapital 2025-12-31 01856209 d:ShareCapital 2024-12-31 01856209 d:ShareCapital 2024-01-01 01856209 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 01856209 d:RetainedEarningsAccumulatedLosses 2025-12-31 01856209 d:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 01856209 d:RetainedEarningsAccumulatedLosses 2024-12-31 01856209 d:RetainedEarningsAccumulatedLosses 2024-01-01 01856209 c:OrdinaryShareClass1 2025-01-01 2025-12-31 01856209 c:OrdinaryShareClass1 2025-12-31 01856209 c:OrdinaryShareClass1 2024-12-31 01856209 c:FRS102 2025-01-01 2025-12-31 01856209 c:Audited 2025-01-01 2025-12-31 01856209 c:FullAccounts 2025-01-01 2025-12-31 01856209 c:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 01856209 d:WithinOneYear 2025-12-31 01856209 d:WithinOneYear 2024-12-31 01856209 d:BetweenOneFiveYears 2025-12-31 01856209 d:BetweenOneFiveYears 2024-12-31 01856209 d:DevelopmentCostsCapitalisedDevelopmentExpenditure d:ExternallyAcquiredIntangibleAssets 2025-01-01 2025-12-31 01856209 2 2025-01-01 2025-12-31 01856209 d:AcceleratedTaxDepreciationDeferredTax 2025-12-31 01856209 d:AcceleratedTaxDepreciationDeferredTax 2024-12-31 01856209 d:RetirementBenefitObligationsDeferredTax 2025-12-31 01856209 d:RetirementBenefitObligationsDeferredTax 2024-12-31 01856209 f:PoundSterling 2025-01-01 2025-12-31 xbrli:shares iso4217:GBP xbrli:pure
Registered Number:01856209













S&P UK VENTILATION SYSTEMS LTD.






ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025











 
S&P UK VENTILATION SYSTEMS LTD.
 

 
COMPANY INFORMATION


Directors
H Tome 
E C Scotcher 
J M Lecue 
A Finch 
C Gomez Ingla 




Company secretary
E C Scotcher



Registered number
01856209



Registered office
S&P House
Wentworth Road

Ransomes Europark

Ipswich

Suffolk

IP3 9SW




Independent auditor
Sumer Auditco Limited

Fitzroy House

Crown Street

Ipswich

Suffolk

IP1 3LG




Bankers
Santander
Bridle Road

Bootle

Merseyside

L30 4GB






 
S&P UK VENTILATION SYSTEMS LTD.
 


CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 9
Statement of Comprehensive Income
10
Balance Sheet
11 - 12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 30



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Principal activity
 
The Company’s principal activity continues to be the provision of ventilation products into the UK market.  

Business review
 
Ventilation, IAQ Leadership and Sustainability
The role of ventilation within modern building services continues to grow, driven by increasing awareness of Indoor Air Quality (IAQ) and its impact on occupant wellbeing. The Company remains firmly positioned as a leader in IAQ innovation, delivering high performance mechanical ventilation solutions that support healthier, more sustainable buildings.
Sustainability remains integral to our strategy. Our commitment to reducing embodied carbon, supported by refreshed product development frameworks and enhanced supply chain visibility, continues to differentiate our offering and align with the expectations of developers, consultants, and building owners seeking long-term environmental value.
2025 Performance
After several years of strong expansion, 2025 delivered a period of steady, sustainable growth in turnover. While strategic investment in people and technology resulted in a slight reduction in pre tax profits, these investments were made deliberately to support the Company’s long term growth trajectory.
Key additions to our commercial, technical, and operational teams are already enhancing internal capability, while increased investment in digital systems positions the Company for improved efficiency and resilience in the years ahead. Further IT upgrades are planned for 2026 to streamline processes, enhance customer experience, and support higher productivity.
Despite a competitive trading environment, the Directors remain highly confident in the Company’s strategic direction and strengthened market position.

Financial key performance indicators
 
The Company continues to monitor turnover, gross profit margin, and EBITDA as its core financial KPIs.
Revenue increased by 6.14%, demonstrating continued demand for our ventilation and IAQ-focused solutions. Although the cost of sales rose at a higher rate, reflecting both inflationary pressures and the cost of enhancing product quality, gross margin remained robust at 45.19% (2024: 46.93%), still outperforming many sector peers.
EBITDA was 7.8%, impacted by planned investment in strategic hires and technology platforms. Operating profit before interest and tax ended slightly lower at £1,155,992 (2024: £1,973,759), aligned with the Company’s long term growth investment strategy.
The balance sheet remains strong, supported by healthy net current assets of £8,161,386 (2024: £11,194,344). With the backing of our parent Group and the advantages gained through a recent acquisition, the Company is strategically well-positioned to accelerate growth over the coming years.


- 1 -



 
S&P UK VENTILATION SYSTEMS LTD.
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial Instruments

The Directors actively monitor and manage financial risks to ensure resilience and stability. Liquidity and cash flow are carefully reviewed, and credit insurance is employed to mitigate trade debtor exposure. Market-related risks including pricing volatility and credit conditions are managed through structured oversight and proactive supplier engagement.

Principal risks and uncertainties
 
Geopolitical instability and global conflict remain ongoing areas of concern across international markets. Such events have the potential to impact raw material availability, pricing volatility, and cross border logistics within the manufacturing sector.
However, the Company is well positioned to mitigate these risks due to its operational structure. As part of a global Group that fully manufactures its products in house, the business is not reliant on complex or vulnerable external supply chains. This vertically integrated model significantly reduces exposure to international transport disruption, third party supplier instability, or geopolitical trade constraints.
Additionally, the Company implements a strategy of forward purchasing key raw materials, ensuring continuity of supply and protecting against short term price volatility during periods of global uncertainty. This approach provides a stable cost base, strengthens financial predictability, and ensures the Company can continue meeting customer demand without interruption.
Through these measures, the Directors remain confident in the Company’s resilience and ability to navigate the wider macro-economic environment.
Technology transition remains another key consideration. To stay ahead of industry evolution, including the growing role of automation and AI, the Company has already migrated to upgraded operational systems designed to improve internal workflow, reduce long-term administrative costs, and enhance customer experience.
Importantly, the Company continues to benefit from strong interest income due to its debt-free position.


This report was approved by the board on 6 May 2026 and signed on its behalf.



A Finch
Director


- 2 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £1,079,235 (2024 - £1,736,716).

£3,300,000 of dividends were paid in the year (2024 - £NIL). The Directors do not recommend the payment of a final dividend (2024 - £NIL).

Directors

The directors who served during the year were:

H Tome 
E C Scotcher 
J M Lecue 
A Finch 
C Gomez Ingla 


- 3 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

Looking ahead, the Company aims to further strengthen its influence within the UK building services sector. Leveraging the capabilities of the wider Group, we will expand our product offering, build on collaborative partnerships, and continue repositioning the brand around IAQ excellence, technical leadership, and sustainability.
Investment in talent acquisition, leadership development, and continuous staff training will support long term capability building and maintain operational excellence. Product innovation especially in low carbon and high efficiency systems will remain a core strategic priority.
Despite a challenging external environment, the Company enters the coming year stronger, more resilient, and better positioned than ever. Our renewed brand positioning, enhanced Group backing, and clear focus on IAQ leadership provide a compelling foundation for sustainable future growth.
The Directors are confident that these strategic initiatives combined with our commitment to delivering exceptional customer experience will drive continued success and unlock long term value for all stakeholders.
 

Matters covered in the Strategic Report

Details of the Company's risk management objectives and policies, including its use of financial instruments and
key risks to which the Company is exposed, are included in the Strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Sumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 6 May 2026 and signed on its behalf.
 





A Finch
Director


- 4 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S&P UK VENTILATION SYSTEMS LTD.

Opinion


We have audited the financial statements of S&P UK Ventilation Systems Ltd. (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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



- 5 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S&P UK VENTILATION SYSTEMS LTD. (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.



- 6 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S&P UK VENTILATION SYSTEMS LTD. (CONTINUED)

Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.



- 7 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S&P UK VENTILATION SYSTEMS LTD. (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of Directors and management. During the engagement team briefing, the outcomes of these discussions were shared with the team, as well as consideration as to where and how fraud may occur in the Company. 
The following laws and regulations were identified as being of significance to the Company:
• Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards and UK Company Law.
• Those laws and regulations considered to have an indirect effect on the financial statements including The Health & Safety Act 1974, GDPR, anti-bribery and corruption, human rights and Employment Law.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the Company complies with such regulations; enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspection of relevant legal documentation, review of board minutes, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud. 
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
 


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 Auditor's Report.



- 8 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S&P UK VENTILATION SYSTEMS LTD. (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Steven Burgess (Senior Statutory Auditor)
  
for and on behalf of
Sumer Auditco Limited
 
Statutory Auditor
  
Fitzroy House
Crown Street
Ipswich
Suffolk
IP1 3LG

8 May 2026

- 9 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
16,487,411
15,533,470

Cost of sales
  
(9,036,601)
(8,244,197)

Gross profit
  
7,450,810
7,289,273

Distribution costs
  
(2,628,778)
(2,648,031)

Administrative expenses
  
(3,666,040)
(2,667,483)

Operating profit
 5 
1,155,992
1,973,759

Interest receivable and similar income
 9 
325,266
379,497

Interest payable and similar expenses
 10 
(894)
-

Profit before tax
  
1,480,364
2,353,256

Tax on profit
 11 
(401,129)
(616,540)

Profit for the financial year
  
1,079,235
1,736,716

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 14 to 30 form part of these financial statements.


- 10 -



 
S&P UK VENTILATION SYSTEMS LTD.
REGISTERED NUMBER:01856209


BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
826,571
152,363

Tangible assets
 14 
548,119
363,701

  
1,374,690
516,064

Current assets
  

Stocks
 15 
1,990,608
1,802,261

Debtors: amounts falling due after more than one year
 16 
90,123
100,789

Debtors: amounts falling due within one year
 16 
3,695,012
3,232,635

Current asset investments
 17 
2,107,400
5,171,000

Cash at bank and in hand
  
1,804,358
2,483,925

  
9,687,501
12,790,610

Creditors: amounts falling due within one year
 18 
(1,526,115)
(1,596,266)

Net current assets
  
 
 
8,161,386
 
 
11,194,344

Total assets less current liabilities
  
9,536,076
11,710,408

Creditors: amounts falling due after more than one year
 19 
(265,437)
(219,004)

  

Net assets
  
9,270,639
11,491,404


Capital and reserves
  

Called up share capital 
 22 
3,050,000
3,050,000

Profit and loss account
 21 
6,220,639
8,441,404

  
9,270,639
11,491,404



- 11 -



 
S&P UK VENTILATION SYSTEMS LTD.
REGISTERED NUMBER:01856209

    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 May 2026.




A Finch
Director

The notes on pages 14 to 30 form part of these financial statements.
The directors reserve the right to voluntarily amend the financial statements if they prove to be defective in accordance with section 454 of the Companies Act 2006.


- 12 -



 
S&P UK VENTILATION SYSTEMS LTD.
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
3,050,000
6,704,688
9,754,688


Comprehensive income for the year

Profit for the year
-
1,736,716
1,736,716



At 1 January 2025
3,050,000
8,441,404
11,491,404


Comprehensive income for the year

Profit for the year
-
1,079,235
1,079,235


Contributions by and distributions to owners

Dividends: Equity capital
-
(3,300,000)
(3,300,000)


At 31 December 2025
3,050,000
6,220,639
9,270,639


The notes on pages 14 to 30 form part of these financial statements.


- 13 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

S&P UK Ventilation Systems Ltd. is a private company limited by shares, domiciled and incorporated in the United Kingdom. The address of the registered office is S&P House, Wentworth Road, Ransomes Europark, Ipswich, IP3 9SW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of SEIS PM SA as at 31 December 2025 and these financial statements may be obtained from its registered office, Calle De Alcotanes, 45 28320, Pinto, Spain.

 
2.3

Going concern

The financial statements have been drawn up on a going concern basis. 
The directors have considered a period of twelve months following the date of approval of the financial statements when considering the appropriateness of the adoption of the going concern basis of preparation.


- 14 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Computer software is being amortised over 4 years straight-line.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.


- 15 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
Over the term of the lease
Plant and machinery
-
25%
Straight Line
Motor vehicles
-
33%
Straight Line
Office equipment
-
25%
Straight Line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

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.


- 16 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and

- 17 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.11
Financial instruments (continued)

loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.12

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.


- 18 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.13

Foreign currency translation

Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 
2.14

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.

 
2.15

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.16

Interest income

Interest income is recognised in profit or loss using the effective interest method.


- 19 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.17

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.



- 20 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amount reported for income and expenditure during the year.  However, the nature of estimation means that actual outcomes could differ from those estimates.  No significant judgments (apart from those involving estimates) have been made when preparing the financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a risk of causing a material adjustment  to the carrying amount of assets and liabilities within the next financial year include:
Stock valuation
Stocks are stated at the lower of cost and net realisable value, after making due allowance for the stock provision.  Management review the stock holdings and make a provision for slow moving and obsolete stock based upon historical experience where the recoverable amount on a stock item has fallen below the cost.
Completeness of the warranty provision
A provision for warranty costs has been measured using historical experience of warranty costs incurred.
Valuation of trade debtors
Management review the debtors listing and the provision is based upon a percentage of revenue for debts deemed unrecoverable. 


4.


Turnover

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
16,405,146
15,510,596

Rest of Europe
29,469
21,399

Rest of the world
52,796
1,475

16,487,411
15,533,470



- 21 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Research & development charged as an expense
10,166
18,350

Exchange differences
4,997
7,445

Other operating lease rentals
184,613
184,471

Depreciation of tangible fixed assets
123,421
92,110


6.


Auditor's remuneration

2025
2024
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
18,750
17,500


7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
2,656,830
2,082,973

Social security costs
326,458
227,321

Cost of defined contribution scheme
247,560
206,673

3,230,848
2,516,967


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Administration
31
29



Selling and Distribution
28
19

59
48


- 22 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
313,798
337,610

Company contributions to defined contribution pension schemes
59,352
74,207

373,150
411,817


During the year retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £134,690 (2024 - £130,673).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,253 (2024 - £9,617).


9.


Interest receivable

2025
2024
£
£


Other interest receivable
325,266
379,497

325,266
379,497


10.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
894
-


- 23 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
366,150
625,616

Adjustments in respect of previous periods
-
5,044


Total current tax
366,150
630,660

Deferred tax


Origination and reversal of timing differences
34,979
(14,120)

Total deferred tax
34,979
(14,120)


Taxation on profit on ordinary activities
401,129
616,540

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,480,364
2,353,256


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
370,091
588,314

Effects of:


Expenses not deductible for tax purposes
31,038
21,487

Adjustments to tax charge in respect of prior periods
-
5,044

Other assets not qualifying for capital allowance purposes
-
1,695

Total tax charge for the year
401,129
616,540


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


- 24 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

12.


Dividends

2025
2024
£
£


Dividends
3,300,000
-

3,300,000
-


13.


Intangible assets




Computer Software

£



Cost


At 1 January 2025
379,169


Additions
674,208


Disposals
(220,402)



At 31 December 2025

832,975



Amortisation


At 1 January 2025
226,806


On disposals
(220,402)



At 31 December 2025

6,404



Net book value



At 31 December 2025
826,571



At 31 December 2024
152,363




- 25 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Tangible fixed assets





Long leasehold improvements
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2025
302,938
301,359
66,815
291,744
962,856


Additions
164,651
1,100
-
142,332
308,083


Disposals
-
(62,175)
(13,010)
(102,628)
(177,813)



At 31 December 2025

467,589
240,284
53,805
331,448
1,093,126



Depreciation


At 1 January 2025
79,328
281,610
55,096
183,121
599,155


Charge for the year on owned assets
48,830
11,125
11,709
51,757
123,421


Disposals
-
(61,904)
(13,000)
(102,665)
(177,569)



At 31 December 2025

128,158
230,831
53,805
132,213
545,007



Net book value



At 31 December 2025
339,431
9,453
-
199,235
548,119



At 31 December 2024
223,610
19,749
11,719
108,623
363,701


- 26 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Stocks

2025
2024
£
£

Raw materials and consumables
1,990,608
1,802,261

1,990,608
1,802,261



16.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
90,123
100,789

90,123
100,789


2025
2024
£
£

Due within one year

Trade debtors
3,088,030
2,730,921

Amounts owed by group undertakings
130,296
21,101

Other debtors
143,479
47,064

Prepayments and accrued income
268,827
334,190

Deferred taxation
64,380
99,359

3,695,012
3,232,635



17.


Current asset investments

2025
2024
£
£

Current asset investments
2,107,400
5,171,000

2,107,400
5,171,000


Current asset investments comprise cash held in fixed-term and notice accounts. 


- 27 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
336,655
280,210

Amounts owed to group undertakings
165,750
413,709

Other taxation and social security
448,717
413,464

Other creditors
43,103
52,655

Accruals and deferred income
531,890
436,228

1,526,115
1,596,266



19.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Accruals and deferred income
265,437
219,004

265,437
219,004


The Long term Incentive Plan (LTIP) is a program designed to incentivise and secure long term employee retention at the company. The program is currently only offered to selected senior management only. The program accrues a fixed percentage of salary per annum, with interest charged annually on the outstanding amounts. Any accrued sums can then only be accessed under criteria defined in the LTIP operating agreement, which includes continuous employment. The amount recognised at the year end represents the present value of the amounts accrued under the arrangement and is currently expected to be settled within 20 years.   


20.


Deferred taxation




2025


£






At beginning of year
99,359


Charged to the profit or loss
(34,979)



At end of year
64,380


- 28 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
20.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2025
2024
£
£


Accelerated capital allowances
99,359
(50,404)

Pension liabilities
(34,979)
149,763

64,380
99,359


21.


Reserves

Profit and loss account

Profit and loss account represents cumulative profits or losses, less dividends paid.


22.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



3,050,000 (2024 - 3,050,000) Ordinary shares of £1.00 each
3,050,000
3,050,000

The shares have full voting, dividend and capital distribution (including on winding up) rights, they do not confer any rights of redemption.



23.


Capital commitments


At 31 December 2025 the Company had capital commitments as follows:

2025
2024
£
£


Contracted for but not provided in these financial statements
-
230,138


24.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £247,560 (2024 - £197,653). Contributions totalling £23,939 (2024 - £17,469) were payable to the fund at the reporting date.


- 29 -



 
S&P UK VENTILATION SYSTEMS LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
285,365
284,160

Later than 1 year and not later than 5 years
645,387
900,611

930,752
1,184,771


26.


Related party transactions

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.
At 31 December 2025, the Company was owed £128,409 (2024 - £18,582) from companies under common control. These balances are unsecured, interest-free and repayable on demand.
During the year, the Company made sales to companies under common control amounting to £19,835 (2024 - £38,370).
At 31 December 2025, the Company owed £21,471 (2024 - £2,102) to companies under common control. These balances are unsecured, interest-free and repayable on demand.
During the year, the Company paid rent of £180,000 (2024 - £180,000) to a company under common control. 
During the year, the company made a loan to a Director of £100,789 (2024 - £111,008). This was still outstanding as at 31 December 2025. 
Key management personnel compensation can be seen in the Directors' remuneration note.


27.


Controlling party

During the year, the Company's immediate parent undertaking was Soler & Palau Ventilation Group S.L.U. During the year the Company was under the control of its ultimate parent company, SEIS PM SA, a company registered in Spain.
The consolidated financial statements of Soler & Palau Ventilation Group S.L.U are available from its registered office, Avenida Diagonal, 593 - 595 P 9,  08014 Barcelona, Spain.

 

- 30 -