REGISTERED NUMBER: SC416998 (Scotland)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

EMTEC FIRE SYSTEMS LTD

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

S A Barclay

M J Clinch

A T McKenzie

W Ottilinger

S P Stevenson

REGISTERED OFFICE:

29 Brandon Street

Hamilton

Lanarkshire

ML3 6DA

REGISTERED NUMBER:

SC416998 (Scotland)

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a contractor specialising in fire prevention and detection systems.

DIRECTORS

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

S A Barclay

M J Clinch

A T McKenzie

W Ottilinger

S P Stevenson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, S&W Audit, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S P Stevenson - Director

13 May 2026

Opinion

We have audited the financial statements of Emtec Fire Systems Ltd (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge;

- We 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, taxation legislation, employment and data protection;

- We assessed the extent of compliance with the laws and regulations identified above through making enquires of management and inspecting legal correspondence;

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assess the susceptibility of material misstatement within the Company's financial statements, including obtaining an understanding of how fraud might occur by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

- 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 judgement and assumptions made in determining accounting estimates were indicative of potential bias; and

- Investigated the rationale behind any significant or unusual transactions.

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 potential litigation and claims; and

- Reviewing correspondence.

Whilst our audit did not identify any significant matters relating to the detection of irregularities including fraud, and despite the audit being planned and conducted in accordance with ISAs (UK), there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularity would likely involve collusion, forgery, intentional misrepresentations, or the override of internal controls.

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.

Craig Hunter (Senior Statutory Auditor)

for and on behalf of S&W Audit

Statutory Auditor

Chartered Accountants

Q Court

3 Quality Street

Edinburgh

EH4 5BP

19 May 2026

TURNOVER

3,286,523

3,025,364

Cost of sales

(2,570,812

)

(2,874,944

)

GROSS PROFIT

715,711

150,420

Administrative expenses

(823,773

)

(1,006,818

)

(108,062

)

(856,398

)

Other operating income

483,261

162,284

OPERATING PROFIT/(LOSS)

4

375,199

(694,114

)

Interest receivable and similar income

3,452

6,146

378,651

(687,968

)

Interest payable and similar expenses

(111,140

)

-

PROFIT/(LOSS) BEFORE TAXATION

267,511

(687,968

)

Tax on profit/(loss)

5

(22,499

)

188,849

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

245,012

(499,119

)

FIXED ASSETS

Tangible assets

6

64,059

56,043

CURRENT ASSETS

Debtors

7

1,382,379

1,891,241

Cash at bank

360,200

199,369

1,742,579

2,090,610

CREDITORS

Amounts falling due within one year

8

(1,700,170

)

(2,085,459

)

NET CURRENT ASSETS

42,409

5,151

TOTAL ASSETS LESS CURRENT LIABILITIES

106,468

61,194

CAPITAL AND RESERVES

Called up share capital

100

100

Capital contribution reserve

600,000

600,000

Retained earnings

(493,632

)

(538,906

)

SHAREHOLDERS' FUNDS

106,468

61,194

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

S P Stevenson - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

100

40,213

-

40,313

Changes in equity

Dividends

-

(80,000

)

-

(80,000

)

Total comprehensive income

-

(499,119

)

600,000

100,881

Balance at 31 December 2024

100

(538,906

)

600,000

61,194

Changes in equity

Dividends

-

(199,738

)

-

(199,738

)

Total comprehensive income

-

245,012

-

245,012

Balance at 31 December 2025

100

(493,632

)

600,000

106,468

1.	STATUTORY INFORMATION

Emtec Fire Systems Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

BASIS OF PREPARING THE FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Directors have prepared detailed forecasts, covering a period of at least 12 months from the date of signature of these financial statements, which show that the company will trade profitably over the following 12 months. The forecasts were largely built based on work already secured at the time of writing and orders close to being secured in the period.

The company owes £259,319 (2024 - £790,615) to group entities including the parent company. Treasury management arrangements are in place across the wider group to support with cash requirements. Emtec Group Limited, as group parent, has confirmed that group balances will not be sought to the detriment of any of the subsidiary entities in the forecast period.

SIGNIFICANT JUDGEMENTS AND ESTIMATES

In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience, knowledge of each contract and other factors that are considered to be relevant. Contract revenue and expenditure is reconciled monthly based on our understanding and forecasts. However, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

KEY ACCOUNTING ESTIMATE - AMOUNTS RECOVERABLE ON CONTRACTS

Amounts recoverable on contracts is recognised in line with the construction contract debtor policy which includes estimates based on stage of completion and specific to individual contracts. Amounts recoverable on contracts is kept under constant review with appropriate provision made. The Directors monitor the risk profile of each individual contract and also consider exposure to any one debtor where a number of contracts are being delivered for that debtor and included within amounts recoverable on contracts.

TURNOVER AND REVENUE RECOGNITION

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

Turnover is derived from the various contracting activities of the company which includes construction contracts, maintenance contracts and other small works either on a fixed price or time and materials basis.

When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, turnover and costs are recognised over the period of the contract.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

When the outcome of a construction contract cannot be estimated reliably, contract turnover is recognised only to the extent of contract costs that it is probable will be recovered.

Contract costs include direct costs incurred in securing the contract that can be separately identified and measured reliably, if it is probable that the contract will be obtained. Costs incurred in securing a contract which have been expensed as incurred, are not included in contract costs if the contract is subsequently obtained.

The company uses the "percentage of completion method" to determine the appropriate amount to recognise in a given period usually with reference to work applied for on a monthly basis. The stage of completion is measured by the proportion of contract costs incurred for work performed to date compared to the estimated total contract costs. Costs incurred in the year in connection with future activity on a contract are excluded for contract costs in determining the stage of completion. These costs are presented as amounts recoverable on contracts provided it is probable they will be recovered.

Revenue in relation to maintenance contracts is recognised as costs are incurred. Work in progress is recognised in relation to minor additional works where the cost has been incurred and it is probable that the consideration due will be received.

Retentions are recognised in revenue following an assessment of their likely recoverability.

CONSTRUCTION CONTRACT DEBTORS

Construction contract debtors (amounts recoverable on contracts) represent the gross unbilled amount for contract work performed to date. They are measured at cost plus profit recognised to date (see the turnover accounting policy) less a provision for foreseeable losses and less progress billings. Variations are included in contract revenue when they are reliably measurable and it is probable that the customer will approve the variation itself and the revenue arising from the variation. Claims are included in contract revenue only when they are reliably measurable and negotiations have reached an advanced stage such that is probable that the customer will accept the claim. Cost includes all expenditure related directly to specific projects and an allocation of fixed and variable overheads incurred in the entity's contract activities based on normal operating capacity. Construction contract debtors (amounts recoverable on contracts) are presented as part of debtors in the balance sheet. If payments received from customers exceed the income recognised, then the difference is presented as accruals and deferred income in the balance sheet.

OTHER INCOME

Other income includes management charges applied to other group entities.

TANGIBLE FIXED ASSETS

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

Plant and machinery

-

20% per annum on cost

Fixtures and fittings

-

50% per annum on cost

Motor vehicles

-

25% per annum reducing balance

At each statement of financial position date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract

TAXATION

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 33 (2024 - 38 ) .

4.	OPERATING PROFIT/(LOSS)

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

2025

2024

£

£

Hire of plant and machinery

66,228

62,481

Other operating leases

26,689

31,010

Depreciation - owned assets

15,172

13,382

Profit on disposal of fixed assets

(888

)

-

Auditors' remuneration

6,175

(2,543

)

5.

TAXATION

Analysis of the tax charge/(credit)

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

2025

2024

£

£

Current tax:

Tax adjustment for prior year

7,398

(1,341

)

Group relief

15,101

(182,910

)

Total current tax

22,499

(184,251

)

Deferred tax

-

(4,598

)

Tax on profit/(loss)

22,499

(188,849

)

UK corporation tax has been charged at 25% (2024 - 25%).

6.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

10,893

4,175

74,057

594

89,719

Additions

-

833

21,215

1,140

23,188

At 31 December 2025

10,893

5,008

95,272

1,734

112,907

DEPRECIATION

At 1 January 2025

4,536

4,175

24,866

99

33,676

Charge for year

2,178

83

12,740

171

15,172

At 31 December 2025

6,714

4,258

37,606

270

48,848

NET BOOK VALUE

At 31 December 2025

4,179

750

57,666

1,464

64,059

At 31 December 2024

6,357

-

49,191

495

56,043

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

536,171

344,293

Amounts owed by group undertakings

-

263,052

Amounts recoverable on contract

796,100

1,007,592

Other debtors

50,108

276,304

1,382,379

1,891,241

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

1,222,824

1,144,507

Amounts owed to group undertakings

259,319

790,615

Taxation and social security

107,196

45,578

Other creditors

110,831

104,759

1,700,170

2,085,459

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

-

34,428

Between one and five years

-

73,900

-

108,328

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

2025

2024

£

£

S A Barclay

Balance outstanding at start of year

63,890

-

Amounts advanced

125,594

63,890

Amounts repaid

(179,484

)

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

10,000

63,890

11.	ULTIMATE CONTROLLING PARTY

The ultimate parent company undertaking is Fr. Sauter Ag. and consolidated financial statements may be obtained from its registered office at 55 Im Surinam, Basel, Switzerland.

The immediate parent company is Emtec Group Limited which is registered in Scotland. Copies of this company's financial statements can be obtained from its registered office at 29 Brandon Street, Hamilton, ML3 6DA