The Directors present the strategic report for the year ended 31 January 2026.
During the year the group’s principal activity continued to be the supply of door and fire door components, in the UK, Europe, Middle East, North Africa and Asia.
Sales grew by 12% over the previous year with growth across all key regions and product categories. Sales of Hardware and Seals grew particularly strongly.
Following a business review the Directors decided that Halspan Inspection Services was non core to our strategy and as such the offering was withdrawn.
Following the strategic review of overheads described in last year's report, savings continued to be delivered throughout the year. Overheads reduced by 28%, contributing significantly to the growth in profit.
In Q4 the business was marketed for sale, although as yet no sale has been completed.
The profit for the year after taxation is £2,655,769 (2025: £1,414,838). During the year, the directors paid dividends totalling £2,000,000 (2025: £1,100,000) and do not recommend the payment of a final dividend (2025: £nil).
The group’s principal financial instruments are cash and cash equivalents. Other financial assets and liabilities, such as trade creditors and hire purchase obligations, arise directly from operating activities. The main risks associated with the group ’s financial assets are:
Credit risk
Most sales with external parties are exposed to credit risk. The group does not take out credit insurance but takes advice from agencies on the level of exposure to companies. Bad debt has not been significant. Other sales are by documentary credits.
Interest rate risk
As the group is self-funding it is not affected but trade credit will come under pressure if there are upward movements in interest rates.
Currency movements
Most sales are made in the purchase currencies but as the accounts are in GBP the transactions are converted into GBP creating profit/loss on the transactions due to movement in the currency values.
Going concern
Forecasts have been prepared extending beyond twelve months from the date of approval of the financial statements. These forecasts indicate that the group is in a strong position, maintaining positive cash flow throughout the period.
The underlying global outlook for growth in the fire safety sector provides a favourable trading environment in which the group operates. These favourable trading conditions underpin our commitment to ongoing research and development focused on creating innovative products for our sector to support existing and new emerging markets.
The ongoing conflict in Iran and the consequent impact on input prices and sales to the Gulf region will have an impact on turnover and profitability of the financial year ending 31 January 2027. Given the uncertain nature of the situation, as yet the magnitude of any impact is unknown.
The group's key financial and other performance indicators during the year were as follows:
| 2026 | 2025 | Change |
| £ | £ | %
|
Turnover | 22,765,038 | 20,254,764 | 12% |
Operating profit | 3,424,582 | 1,646,713 | 112% |
Profit for the financial year | 2,655,769 | 1,414,838 | 88% |
Total equity | 6,340,957 | 5,655,882 | 12% |
Current assets as % of current liabilities | 371% | 363% | 9% |
On behalf of the board
The Directors present their annual report and financial statements for the year ended 31 January 2026.
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £2,000,000. The Directors do not recommend payment of a further dividend.
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Henderson Loggie LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.
United Kingdom company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Halspan Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).
Basis for 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 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, are detailed below.
As part of our planning process:
We enquired of management the systems and controls the group has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Health and Safety; employment law (including the Working Time Directive); and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the group, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing available minutes of meetings for discussions of irregularities including fraud;
Reading correspondence with regulators including the Health and Safety Executive to determine the extent of compliance;
Challenging assumptions and judgements made by management in their significant accounting estimates, particularly regarding the accuracy and valuation of stock, the provision for doubtful debts, and accruals;
Documenting and verifying all significant related party balances and transactions;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;
Testing key revenue lines, in particular cut-off, for evidence of management bias; and
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,675,657 (2025 - £1,416,629 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Halspan Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Muirhouses, Bo'ness, West Lothian, EH51 9SS. The principal place of business is 2 Regent House, Regent Centre, Linlithgow, West Lothian, EH49 7HU.
The group consists of Halspan Limited and its subsidiary undertaking.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Halspan Limited together with its subsidiary.
Where necessary, adjustments are made to the financial statements of the subsidiary to bring the accounting policies used into line with those used by the parent company.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, trading forecasts and projections show that the group is expected to continue generating positive cash flows for the foreseeable future.
Consequently, the Directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided, net of VAT and other sales-related taxes. This fair value accounts for trade discounts, settlement discounts, and volume rebates.
Turnover is recognised when the significant risks and rewards of ownership have passed to the buyer, the revenue amount can be measured reliably, it is probable that economic benefits will flow to the entity, and the related costs can be measured reliably.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of future receipts. The difference between this fair value and the nominal amount received is recognised as interest income.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
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 is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group 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.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.
The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
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 leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Gains and losses arising on translation of subsidiary with functional currency other than pounds sterling are included in other gains and losses through the statement of comprehensive income.
New or revised Financial Reporting Standards
Amendments to FRS 102 introduced by the Period Review 2024.
The amendments to FRS 102 are applicable for accounting periods commencing on or after 1 January 2026, with earlier adoption permitted. The directors have opted not to adopt these amendments early, as such, the amendments will be implemented for the accounting year ending 31 January 2027.
The most significant amendments are the replacement of Section 23, now renamed ‘Revenue from Contracts with Customers’, and Section 20 ‘Leases’. The other less significant changes are not currently expected to have a material impact. The new revenue and leasing requirements seek to provide greater consistency and alignment with International Financial Reporting Standards, namely IFRS 15 and IFRS 16.
The group is currently planning for the implementation of these changes.
Under the new lease accounting requirements these changes will be applied using the modified retrospective approach which avoids the restatement of comparative figures. The implementation of the changes would see leased assets recognised as Right-of-Use assets on-balance sheet, with a lease liability recognised based on the discounted value of any future commitments, plus payments related to optional extension periods if considered reasonably certain. Exemptions to this approach will be considered for certain short-term leases or low-value assets.
Under the new revenue accounting requirements, management expects these changes to be applied using the modified retrospective approach which avoids the restatement of comparative figures.
Management are reviewing the current and expected future revenue transactions to determine the necessary performance obligations, transaction prices, and overall recognition and presentation to ensure compliance with the changes.
As at the date of signing the financial statements, and given the changes relate to future periods, it has been deemed impractical to determine the amounts involved.
In the application of the group’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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
In valuing stock, management may need to assess the carrying value of stock items and, where necessary, apply a provision to adjust this value to a more accurate level. These provisions are based on management's knowledge and understanding of the business and its industry, focusing on potentially obsolete or outdated items whose full value may no longer be recoverable.
Credit control is a crucial function that involves continuously assessing the recoverability of amounts due from trade debtors. When recovery is in doubt, management will provide adequately for the specific debt, based on their knowledge of the debtor and their ability to pay.
Management estimates accrual requirements using post year-end information to identify costs expected to be incurred. Accruals are only released when there is a reasonable expectation that these costs will not be invoiced in the future.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2025 - 4).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiary at 31 January 2026 are as follows:
A £100,000 loan was drawn down in 2020 and was repayable over five years in monthly instalments at 0% interest. The loan was fully repaid during the current year and, accordingly, no balance remained outstanding at the reporting date.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Under the terms of the share option scheme, the Board may offer staff options over D class ordinary shares of the company. No consideration was received.
No charge in respect of the share options has been recognised in the financial statements as, in the opinion of the directors, the amounts involved are not material.
At the year end, Rhodri Williams, a director of the company, had 5,358 options, none of which are exercisable, with an exercise price of £28 per share.
At the year end, Garabet Abajian, a director of the company, had 3,572 options, none of which are exercisable, with an exercise price of £28 per share.
At the year end, Glen Runagall, a director of the company, had 3,572 options, none of which are exercisable, with an exercise price of £28 per share.
The Ordinary A and B shares have full voting and dividend rights. The Ordinary C shares are entitled to the "excess cash sum" as defined in the articles and carry no voting rights.
During the year, payments totalling £29,879 (2025: £186,475) were made to Kelvin KBB Limited, a company in which the director, Mr. John Martin, is a shareholder. At the year end, Halspan Ltd owed the company £nil (2025: £6,505). In the prior year, the company also provided a short-term, interest-free loan of £100,000 to Kelvin KBB Ltd. It was fully repaid during the financial period, and no amounts were outstanding at the reporting date. There have been no new loan agreements of this sort this financial year.
Payments totalling £302,189 (2025: £274,831) were made to Global Product Sourcing (UK) Limited of which the director, Mr Garabet Abajian is a shareholder. At the year end, Halspan were due the company £122,217 (2025: £132,950).
Additionally, payments totalling £37,270 (2025: £nil) were received from Paddockhall Development Ltd, of which Mr John Martin is a shareholder. A further £111 (2025: £nil) was received from Paddockhall Properties Ltd, which is owned by Muirhouses Capital Limited, and ultimately owned by Mr John Martin also.
During the year, a dividend of £2,000,000 (2025: £1,000,000) was paid to Muirhouses Capital Limited. There were no dividends paid to the Trustees of the John and Ruth Martin No 1 Trust in 2026 (2025: £100,000).