Whitehouse Industries Limited - Limited company accounts 25.1

REGISTERED NUMBER: 11937577 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2025

FOR

WHITEHOUSE INDUSTRIES LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Statement of Income and Retained

Earnings

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

Mrs E V Whitehouse

S E J Whitehouse

REGISTERED OFFICE:

1110 Elliott Court

Coventry Business Park

Herald Avenue

Coventry

West Midlands

CV5 6UB

REGISTERED NUMBER:

11937577 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

The directors present their strategic report of the company and the group for the year ended 31 August 2025.

REVIEW OF BUSINESS

The group are a manufacturer and distributor of fasteners, fixings, inserts, turned parts for plastic moulding and other related products to OEM's and other industrial companies.

Overall, the group has seen a slight reduction in turnover, however an improved margin has been achieved. The fasteners and fixings in the construction sector has performed the best across the group which is pleasing. In other areas, there have been increased pressures on costs in particular staffing and social security costs rising.

The Board are striving to grow the business in difficult economic conditions and are confident that this will produce an improvement in performance in the long term.

PRINCIPAL RISKS AND UNCERTAINTIES

Our customers are continually pushing for improvement in prices so our margins are consistently under pressure. We continue to invest in stock where we believe it to be economically sensible to benefit from economies of scale.

As for many businesses of our size the business environment remains challenging, however, we are financially strong and well places to benefit from any growth in our market place and we continue to focus on our operational efficiencies.

KEY PERFORMANCE INDICATORS

2025

2024

Sales % increase / (decrease)

(4)%

(5)%

Gross profit margin

35%

32%

Net profit / (loss) before tax margin

(8)%

(7)%

Return on capital employed

(10)%

EBITDA / Sales

13%

FUTURE DEVELOPMENTS

Key areas for the future development of the business include:

-

Constantly seeking out new customers, products and sources of supply

-

Consistently growing turnover and profitability; and

-

Containing overhead cost increases

ON BEHALF OF THE BOARD:

S E J Whitehouse - Director

22 May 2026

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

DIVIDENDS

The total distribution of dividends for the year ended 31 August 2025 will be £ 70,000 .

DIRECTORS

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

Mrs E V Whitehouse

S E J Whitehouse

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;

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

AUDITORS

The auditors, Luckmans Duckett Parker Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S E J Whitehouse - Director

22 May 2026

Qualified opinion

We have audited the financial statements of Whitehouse Industries Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, 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 except for the possible effects of the matter described in the basis for qualified opinion section of our report the financial statements:

-

give a true and fair view of the state of the group's affairs as at 31 August 2024 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 qualified opinion

We were not appointed as auditor of the group until after 31 August 2023 and thus did not observe the counting of physical inventories at the end of of the year ended 31 August 2023. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 August 2023, which are included in the balance sheet and goodwill on consolidation calculations at £861,316, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary.

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 qualified 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities held at 31 August 2023, which are included in the balance sheet and goodwill on consolidation calculations at £861,316. We have concluded that where the other information refers to the inventory balance, goodwill on consolidation or related balances such as cost of sales or amortisation of goodwill, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

We were not appointed as auditor of the group until after 31 August 2023 and thus did not observe the counting of physical inventories at the end of of the year ended 31 August 2023. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 August 2023, which are included in the balance sheet and goodwill on consolidation calculations at £861,316, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. In addition, were any adjustment to the inventory balance or goodwill on consolidation to be required, the strategic report would also need to be amended.

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Strategic Report and the Report of the Directors for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

Arising solely from the limitation on the scope of our work relating to inventory and goodwill on consolidation, referred to above:

-

we have not obtained all the information and explanations that we considered necessary for the

purpose of our audit; and

-

we were unable to determine whether adequate accounting records have been kept.

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:

-

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

Responsibilities of directors

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

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

Enquiring of management and employees, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to:

-

Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;

-

Detecting and responding to the risks of fraud and whether they had knowledge of any actual, suspected or alleged fraud; and

-

The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

We obtained an understanding of the legal and regulatory frameworks applicable to the company based on our understanding of the company and sector experience and discussions with management. The most significant considerations for the company are the Companies Act 2006, corporate taxes and VAT legislation, employment taxes, health and safety and the Bribery Act 2010.

We carried out discussions among the engagement team, who also undertook the audit testing, to assess how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of these discussions, we identified potential for fraud in the following areas:

-

management override of control; and

-

revenue recognition, particularly in respect of delivery of goods

We designed and executed procedures in line with our responsibilities to detect material misstatements in respect of irregularities, including fraud. These procedures, together with the extent to which they are capable of detecting irregularities, including fraud, are detailed below:

-

We critically assessed the appropriateness and tested the application of the revenue and cost recognition policies.

-

We tested the appropriateness of accounting journals and other adjustments made in the preparation of the financial statements. We used data assurance techniques to identify and analyse the complete population of all journals in the year to identify and substantively test any which we considered were indicative of management override.

-

We reviewed the company's accounting policies for non-compliance with relevant standards. Our work also included considering significant accounting estimates for evidence of misstatement or possible bias and testing any significant transactions that appeared to be outside the normal course of business.

-

We made enquiries of management and reviewed correspondence with the relevant authorities to identify any irregularities or instances of non-compliance with laws and regulations.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

22 May 2026

TURNOVER

3

7,589,308

7,922,440

Cost of sales

4,941,079

5,387,759

GROSS PROFIT

2,648,229

2,534,681

Administrative expenses

3,466,904

3,419,788

OPERATING LOSS

5

(818,675

)

(885,107

)

Income from fixed asset investments

21,217

26,654

Interest receivable and similar income

9,307

5,853

30,524

32,507

(788,151

)

(852,600

)

Gain/(loss) on revaluation of investments

151,610

300,743

(636,541

)

(551,857

)

Interest payable and similar expenses

6

1,532

7,155

LOSS BEFORE TAXATION

(638,073

)

(559,012

)

Tax on loss

7

192,871

193,539

LOSS FOR THE FINANCIAL YEAR

(830,944

)

(752,551

)

Retained earnings at beginning of year

7,131,439

8,025,826

Dividends

9

(70,000

)

(66,000

)

RETAINED EARNINGS FOR THE

GROUP AT END OF YEAR

6,230,495

7,207,275

Loss attributable to:

Owners of the parent

(882,146

)

(828,387

)

Non-controlling interests

51,202

75,836

(830,944

)

(752,551

)

FIXED ASSETS

Intangible assets

10

2,204,262

3,612,286

Tangible assets

11

1,365,446

1,109,281

Investments

12

2,579,619

2,607,935

6,149,327

7,329,502

CURRENT ASSETS

Stocks

13

681,407

683,788

Debtors

14

1,434,772

1,465,504

Cash at bank and in hand

1,511,264

1,241,937

3,627,443

3,391,229

CREDITORS

Amounts falling due within one year

15

1,925,034

2,070,577

NET CURRENT ASSETS

1,702,409

1,320,652

TOTAL ASSETS LESS CURRENT

LIABILITIES

7,851,736

8,650,154

PROVISIONS FOR LIABILITIES

18

432,845

330,319

NET ASSETS

7,418,891

8,319,835

CAPITAL AND RESERVES

Called up share capital

19

100,000

Retained earnings

20

6,179,293

7,131,439

SHAREHOLDERS' FUNDS

6,279,293

7,231,439

NON-CONTROLLING INTERESTS

21

1,139,598

1,088,396

TOTAL EQUITY

7,418,891

8,319,835

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

S E J Whitehouse - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

2,579,698

2,608,014

2,579,698

2,608,014

CURRENT ASSETS

Debtors

14

8,366,607

8,129,846

Cash at bank and in hand

122,649

258,015

8,489,256

8,387,861

CREDITORS

Amounts falling due within one year

15

933,368

1,149,115

NET CURRENT ASSETS

7,555,888

7,238,746

TOTAL ASSETS LESS CURRENT

LIABILITIES

10,135,586

9,846,760

PROVISIONS FOR LIABILITIES

18

92,549

54,792

NET ASSETS

10,043,037

9,791,968

CAPITAL AND RESERVES

Called up share capital

19

100,000

Retained earnings

20

9,943,037

9,691,968

SHAREHOLDERS' FUNDS

10,043,037

9,791,968

Company's profit for the financial year

321,069

276,297

The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2026 and were signed on its behalf by:

S E J Whitehouse - Director

Cash flows from operating activities

Cash generated from operations

1

819,996

614,547

Interest paid

(568

)

(1,655

)

Tax paid

(42,588

)

(77,342

)

Net cash from operating activities

776,840

535,550

Cash flows from investing activities

Purchase of tangible fixed assets

(480,727

)

(494,389

)

Purchase of fixed asset investments

(273,333

)

(151,080

)

Sale of tangible fixed assets

41,650

53,779

Sale of fixed asset investments

483,729

147,694

Transfer of cash from investments

20,644

-

Interest received

9,307

5,853

Dividends received

21,217

26,654

Net cash from investing activities

(177,513

)

(411,489

)

Cash flows from financing activities

Amount withdrawn by directors

(330,000

)

(515,000

)

Equity dividends paid

-

(50,000

)

Net cash from financing activities

(330,000

)

(565,000

)

Increase/(decrease) in cash and cash equivalents

269,327

(440,939

)

Cash and cash equivalents at

beginning of year

2

1,241,937

1,682,876

Cash and cash equivalents at end of

year

2

1,511,264

1,241,937

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.8.25

31.8.24

£

Loss before taxation

(638,073

)

(559,012

)

Depreciation charges

1,623,574

1,574,901

Profit on disposal of fixed assets

(83,752

)

(43,643

)

Gain on revaluation of fixed assets

(151,610

)

(300,743

)

Finance costs

1,532

7,155

Finance income

(30,524

)

(32,507

)

721,147

646,151

Decrease in stocks

2,381

177,528

Increase in trade and other debtors

(17,025

)

(32,389

)

Increase/(decrease) in trade and other creditors

113,493

(176,743

)

Cash generated from operations

819,996

614,547

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:

Year ended 31 August 2025

31.8.25

1.9.24

£

Cash and cash equivalents

1,511,264

1,241,937

Year ended 31 August 2024

31.8.24

1.9.23

£

Cash and cash equivalents

1,241,937

1,682,876

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1.9.24

Cash flow

changes

At 31.8.25

£

Net cash

Cash at bank

and in hand

1,241,937

269,327

1,511,264

1,241,937

269,327

1,511,264

Debt

Debts falling due

within 1 year

(75,000

)

-

75,000

-

(75,000

)

-

75,000

-

Total

1,166,937

269,327

75,000

1,511,264

1.	STATUTORY INFORMATION

Whitehouse Industries Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in respect of precision engineering and the supply of fasteners, fixings and other related products and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably and (d) it is probable that future economic benefits will flow to the entity.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over it estimated life of 5 years.

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over it estimated life of 5 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.

Tangible fixed assets

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

Long leasehold

-

10% on cost

Plant and machinery

-

33% on cost, 20% on cost, 10% on cost and 10% on reducing balance

Fixtures and fittings

-

33% on cost, 20% on cost, 15% on reducing balance and 10% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

33% on cost and 20% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and i s credited or charged to profit or loss.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Taxation

Taxation for the year 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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Research and development

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

Foreign currencies

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

Leasing commitments

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by geographical market is given below:

31.8.25

31.8.24

£

United Kingdom

6,759,174

6,849,228

Exports

830,134

1,073,212

7,589,308

7,922,440

4.	EMPLOYEES AND DIRECTORS

31.8.25

31.8.24

£

Wages and salaries

1,715,544

1,690,504

Social security costs

188,562

168,524

Other pension costs

75,385

68,505

1,979,491

1,927,533

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

31.8.25

31.8.24

Administration

8

9

Production and warehouse

33

34

Sales

11

12

52

55

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

31.8.25

31.8.24

£

Directors' remuneration

10,949

-

5.	OPERATING LOSS

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

31.8.25

31.8.24

£

Other operating leases

128,690

121,977

Depreciation - owned assets

215,550

166,877

Profit on disposal of fixed assets

(83,752

)

(43,643

)

Goodwill amortisation

1,408,024

Auditors' remuneration

37,175

19,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.8.25

31.8.24

£

Loan note interest

1,414

7,155

HMRC interest

118

-

1,532

7,155

7.

TAXATION

Analysis of the tax charge

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

31.8.25

31.8.24

£

Current tax:

UK corporation tax

90,345

56,072

Prior year tax adjustment

-

(289

)

Total current tax

90,345

55,783

Deferred tax

102,526

137,756

Tax on loss

192,871

193,539

Reconciliation of total tax charge included in profit and loss

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

31.8.25

31.8.24

£

Loss before tax

(638,073

)

(559,012

)

Loss multiplied by the standard rate of corporation tax in the UK of

25 % (2024 - 25 %)

(159,518

)

(139,753

)

Effects of:

Expenses not deductible for tax purposes

16,093

7,932

Income not taxable for tax purposes

(5,304

)

(6,664

)

Utilisation of tax losses

(10,406

)

-

Adjustments to tax charge in respect of previous periods

-

(289

)

Adjustment to deferred tax charge in respect of previous periods

-

915

Marginal rate relief

-

(160

)

Unrealised (gains) / losses on revaluation of investments

-

(20,127

)

(Utilisation) / carry forward of capital losses

-

(321

)

Amortisation of goodwill on consolidation

352,006

Total tax charge

192,871

193,539

8.	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.

9.

DIVIDENDS

31.8.25

31.8.24

£

Preference shares of £1 each

Interim

70,000

66,000

10.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 September 2024

and 31 August 2025

7,040,119

AMORTISATION

At 1 September 2024

3,427,833

Amortisation for year

1,408,024

At 31 August 2025

4,835,857

NET BOOK VALUE

At 31 August 2025

2,204,262

At 31 August 2024

3,612,286

11.	TANGIBLE FIXED ASSETS

Group

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

£

COST

At 1 September 2024

16,820

1,178,170

97,589

Additions

-

373,862

2,165

Disposals

-

(16,063

)

-

At 31 August 2025

16,820

1,535,969

99,754

DEPRECIATION

At 1 September 2024

11,590

207,465

40,377

Charge for year

4,829

148,653

20,534

Eliminated on disposal

-

(10,468

)

-

At 31 August 2025

16,419

345,650

60,911

NET BOOK VALUE

At 31 August 2025

401

1,190,319

38,843

At 31 August 2024

5,230

970,705

57,212

Motor

Computer

vehicles

equipment

Totals

£

COST

At 1 September 2024

117,877

3,693

1,414,149

Additions

103,176

1,524

480,727

Disposals

(9,124

)

-

(25,187

)

At 31 August 2025

211,929

5,217

1,869,689

DEPRECIATION

At 1 September 2024

44,057

1,379

304,868

Charge for year

40,696

838

215,550

Eliminated on disposal

(5,707

)

-

(16,175

)

At 31 August 2025

79,046

2,217

504,243

NET BOOK VALUE

At 31 August 2025

132,883

3,000

1,365,446

At 31 August 2024

73,820

2,314

1,109,281

12.	FIXED ASSET INVESTMENTS

Group

Listed

investments

£

COST OR VALUATION

At 1 September 2024

2,607,935

Additions

273,333

Disposals

(432,615

)

Revaluations

151,610

Reclassification/transfer

(20,644

)

At 31 August 2025

2,579,619

NET BOOK VALUE

At 31 August 2025

2,579,619

At 31 August 2024

2,607,935

Cost or valuation at 31 August 2025 is represented by:

Listed

investments

£

Valuation in 2022

(117,551

)

Valuation in 2023

37,042

Valuation in 2024

300,743

Valuation in 2025

146,041

Cost

2,213,344

2,579,619

Company

Shares in

group

Listed

undertakings

investments

Totals

£

COST OR VALUATION

At 1 September 2024

80

2,607,934

2,608,014

Additions

-

273,333

Disposals

-

(432,615

)

(432,615

)

Revaluations

-

151,610

Reclassification/transfer

-

(20,644

)

(20,644

)

At 31 August 2025

80

2,579,618

2,579,698

NET BOOK VALUE

At 31 August 2025

80

2,579,618

2,579,698

At 31 August 2024

80

2,607,934

2,608,014

Cost or valuation at 31 August 2025 is represented by:

Shares in

group

Listed

undertakings

investments

Totals

£

Valuation in 2022

-

(117,551

)

(117,551

)

Valuation in 2023

-

37,042

Valuation in 2024

-

300,743

Valuation in 2025

-

146,041

Cost

80

2,213,343

2,213,423

80

2,579,618

2,579,698

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Stulou Limited

Registered office: 1110 Elliott Court, Coventry Business Park, Herald Avenue, Coventry, West Midlands, CV5 6UB

Nature of business: Holding Company

%

Class of shares:

holding

A Ordinary

100.00

Nutters Fastenings Limited

Registered office: Units 3, 4 & 5 Maple Business Park, Walter Street, Birmingham, West Midlands, B7 5ET

Nature of business: The supply of nuts, bolts and other fasteners

%

Class of shares:

holding

Ordinary

80.00

Ernest Engineering Limited

Registered office: 1110 Elliott Court, Coventry Business Park, Herald Avenue, Coventry, West Midlands, CV5 6UB

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

80%

B Ordinary

80%

C Ordinary

80%

Bailey & Wade Engineering Co Limited

Registered office: 1110 Elliott Court, Coventry Business Park, Herald Avenue, Coventry, West Midlands, CV5 6UB

Nature of business: The manufacture of precision turned parts

%

Class of shares:

holding

Ordinary

80.00

A Ordinary

80.00

Anchor Inserts Limited

Registered office: 1110 Elliott Court, Coventry Business Park, Herald Avenue, Coventry, West Midlands, CV5 6UB

Nature of business: Manufacture of threaded inserts

%

Class of shares:

holding

Ordinary

80.00

A Ordinary

80.00

Fixings plus limited

Registered office: 1110 Elliott Court, Coventry Business Park, Herald Avenue, Coventry, West Midlands, CV5 6UB

Nature of business: Wholesaler of fixings and fasteners

%

Class of shares:

holding

Ordinary

80.00

13.

STOCKS

Group

31.8.25

31.8.24

£

Stocks

583,658

583,986

Work-in-progress

97,749

99,802

681,407

683,788

14.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.8.25

31.8.24

31.8.25

31.8.24

£

Trade debtors

1,237,949

1,241,381

-

Amounts owed by group undertakings

-

8,330,093

8,085,229

Other debtors

433

1,786

-

Tax

8,740

56,497

-

4,659

Prepayments

187,650

165,840

36,514

39,958

1,434,772

1,465,504

8,366,607

8,129,846

15.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.8.25

31.8.24

31.8.25

31.8.24

£

Other loans (see note 16)

-

75,000

-

75,000

Trade creditors

848,431

718,135

44,617

14,273

Amounts owed to group undertakings

-

43,051

58,653

Tax

-

25,334

-

Social security and other taxes

69,764

75,909

9,986

9,085

VAT

70,480

67,986

26,097

16,205

Other creditors

80,486

28,869

73,215

18,401

Directors' current accounts

770,812

1,024,010

690,812

944,010

Accruals and deferred income

85,061

80,668

20,256

13,488

1,925,034

2,070,577

933,368

1,149,115

16.

LOANS

An analysis of the maturity of loans is given below:

Group

Company

31.8.25

31.8.24

31.8.25

31.8.24

£

Amounts falling due within one year or

on demand:

Loan notes repayable in

less than one year by

instalments

-

75,000

-

75,000

-

75,000

-

75,000

17.	LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

31.8.25

31.8.24

£

Within one year

87,056

96,265

Between one and five years

26,570

113,626

209,891

Company

Non-cancellable

operating leases

31.8.25

31.8.24

£

Within one year

15,415

Between one and five years

15,416

30,831

46,246

18.	PROVISIONS FOR LIABILITIES

Group

Company

31.8.25

31.8.24

31.8.25

31.8.24

£

Deferred tax

Accelerated capital allowances

341,363

277,322

-

Other timing differences

91,482

52,997

92,549

54,792

432,845

330,319

92,549

54,792

Group

Deferred

tax

£

Balance at 1 September 2024

330,319

Charge to Income Statement during year

102,526

Balance at 31 August 2025

432,845

Company

Deferred

tax

£

Balance at 1 September 2024

54,792

Charge to Income Statement during year

37,757

Balance at 31 August 2025

92,549

19.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.8.25

31.8.24

value:

£

34,000

Ordinary

£1

34,000

66,000

Preference

£1

66,000

100,000

20.

RESERVES

Group

Retained

earnings

£

At 1 September 2024

7,131,439

Deficit for the year

(882,146

)

Dividends

(70,000

)

At 31 August 2025

6,179,293

Company

Retained

earnings

£

At 1 September 2024

9,691,968

Profit for the year

321,069

Dividends

(70,000

)

At 31 August 2025

9,943,037

21.	NON-CONTROLLING INTERESTS

Group

Non-controlling interests

2025

2024

£

At 1 September 2024

1,088,398

1,012,559

Profit attributable to non-controlling interests

51,202

75,836

At 31 August 2025

1,139,600

1,088,398

22.	RELATED PARTY DISCLOSURES

Other related parties

At 31st August 2025 the company owed £690,812 (2024 - £1,019,010) to Mrs E V Whitehouse and Mr S E J Whitehouse in respect of their directors loan account and loan notes.