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REGISTERED NUMBER: 06729061 (England and Wales)













Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Wetherby Group of Companies Limited

Wetherby Group of Companies Limited (Registered number: 06729061)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 9

Report of the Independent Auditors 11

Consolidated Income Statement 15

Consolidated Other Comprehensive Income 16

Consolidated Balance Sheet 17

Company Balance Sheet 18

Consolidated Statement of Changes in Equity 19

Company Statement of Changes in Equity 20

Consolidated Cash Flow Statement 21

Notes to the Consolidated Cash Flow Statement 22

Notes to the Consolidated Financial Statements 24


Wetherby Group of Companies Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: A J Chalmers
P Ciborowski
F Kloebbe
T Raghavan



SECRETARY: C F Sowerby



REGISTERED OFFICE: Wetherby Stone Products Ltd
Dalton Airfield Industrial Estate
Dalton
Thirsk
North Yorkshire
YO7 3HE



REGISTERED NUMBER: 06729061 (England and Wales)



SENIOR STATUTORY AUDITOR: Simon Hook FCCA



AUDITORS: Clive Owen LLP
Chartered Accountants and Statutory Auditors
Kepier House
Belmont Business Park
Durham
DH1 1TW

Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025

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

Wetherby Group of Companies is a leading manufacturing group specialising in performance building products and systems for both the private and commercial sectors. With an innovative and technology-led focus, we provide coloured and insulated render systems, exterior paints, and coatings for the new build and refurbishment market.

In addition to our manufacturing, we are involved in property activities leveraging our expertise in performance building products to enhance our property portfolio and create high-quality spaces that meet the needs of modern working environments for our trading activities.

At Wetherby Group of Companies, our passion is creating high-performance quality products that give you just what you're looking for-products that you can work with all day, every day, allowing you to complete your projects faster and easier than ever before, with less risk. Our products are trusted and loved by contractors.

At our UK technology and performance centre, formulated by some of the brightest chemists in the industry, our market-leading technology products and systems are developed with a focus on performance, durability, standards, and ease of use. Additionally, all our processes are managed and monitored internally to the highest standards, from the factory floor to delivery.

Fully accredited and tested, our products and systems are certified with the British Board of Agrément, UKCA, ETAG 004, and MOAT 22 standards to ensure they perform in the most demanding weather conditions and protect buildings for a lifetime ahead.

Health & Safety

The most important job of the day for all our employees is to go home safely to their families therefore, we are committed to maintaining a safe and healthy workplace for all employees, contractors, and visitors. We prioritize the well-being of our workforce by implementing robust health and safety policies that comply with UK regulations. Our proactive approach includes regular risk assessments, training programs, and the promotion of a culture of safety awareness. We continuously monitor and review our practices to ensure they remain effective and relevant, fostering an environment where everyone can thrive. By investing in health and safety, we not only protect our people but also enhance our operational efficiency and reputation.

Our Core company pillars:

- Efficiency and Profitability
- Growth and Diversification
- Innovation
- Sustainability
- Customer and Brand
- People and Culture

We Create Functional & Beautiful Building Façades

We are an innovation and technology-led manufacturer of performance building products and systems, specialising in coloured and insulated render, exterior paints, and coatings for the new build and refurbishment market in the UK.

Our products and systems are developed in line with performance, durability, standards, and ease of use. Focussed on the needs of buildings and the applicators, we create our market leading technology products that contractors love to use and can trust.



Our Passion - Your Façade

We are committed to investing in research, product development and product safety. Our customers always come first, and we are committed to providing rendering and coating installers with the best support for their daily business.


Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025

We work with customers in partnership, providing exceptional quality products and excellent technical service. Our passion is creating products contractors love to use and trust - creating beautiful colourful buildings, with systems that will protect and keep families warm and dry, whilst also protecting the environment.

Innovation & Technology

We continue to play a significant role in the UK in the development and innovation of modern render and coating systems, with technology that is designed for modern methods of construction and traditional buildings.

Our products and systems are formulated to protect buildings and the environment, and we are amongst the best in our respective fields of business, not only focussing on the technology to ensure our products' performance but also the technology that ensures our products are the very best to use.

Manufacturing Capabilities

Our modern and highly efficient manufacturing facilities ensure that we have the capacity and capabilities to provide security of supply to our customers and supply chain, using computer controlled and fully automated equipment with a capacity of up to 2000 tons per week.

All our products are manufactured and then filled into waterproof packaging, meaning that when on-site the product is fully protected from the rain and all products can be stored outside. All packaging has up to 30% recycled content and is 100% recyclable.

Specification & Technical Advice Support

We know that supporting our customers and applicators with detailed specifications, system drawings and certifications, alongside product understanding, training and site support is vital; therefore, we have a dedicated and highly skilled team that are always available at our technical service centre.

Always guiding and helping, we are an extension of our customers' and applicators' business. We add real value and reduce any project risk, always working in the very best interest of our customers and applicators, to ensure success is achieved on every project.

A Team of Talent & Strength

Our people are at the core of everything we do, a group of highly skilled and experienced individuals that collectively make up our team, who constantly focus on the needs of our business customers, and quality at every level.

Our mission is to maintain our productivity, quality and service levels by making our employees feel valued, not just like a number. We will work together to cherish the human spirit, understanding that our people are the heart of our success.

National Distribution Partners

Our products and systems are available direct from our national distribution warehouse in North Yorkshire, which holds up to 3000 pallets ready to be delivered to our distribution partners across the UK.

Our distribution partners are technical specialists in our products and systems and provide the very best added-value service available in the market to our contractors, alongside delivering our products and systems direct to sites the next working day.

Approved Network of Quality Installers

Our approved network of contractors are committed to following the guidelines and principles of our charter, which is to always operate in the best interest of the client and customer alongside the highest standards in respect of Health & Safety, the standard of work, training, and the environment.

Our approved members provide house builders, homeowners, and main contractors with a high level of reassurance that they will undertake a high-quality level of workmanship and treat your customers fairly - conducting all in accordance with a stringent code of conduct and customer charter - a condition of our membership.

Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025


Always supporting contractors and customers from our Training Academy to further strengthen the quality of our network of approved contractors. Our state-of-the-art training facility combines practical and theoretical training in the full range of our brands products and systems.

Quality Testing & Certification

We continue to play a significant role in the development of the UK construction market with innovative and market-leading products and systems. Ongoing quality control and testing are built into the core of our business to ensure we continually meet and surpass all standards whilst working to a highly effective and traceable quality and testing management systems.

Using our in-house hygrothermal chamber, we can simulate and test extreme weather conditions to ensure our current products and systems outperform ETAG 004, MOAT 22 and UKCA standards whilst developing innovative new products to bring to the sector.

Our QUV accelerated weathering testing machine, will expose a product to alternating cycles of UV light and moisture at controlled, elevated temperatures. This process will reproduce the potential long-term damage of years of exposure in just a few weeks or months, to ensure all our products have long-term product stability to exceed it expected life cycle.

To ensure our systems outperform the standards required by independent regulators, official organisations, and our clients, our team of some of the most experienced and knowledgeable chemists in the UK, will use multiple methods to conduct testing for the adhesion to the substrate, impact resistance, flexibility, water uptake and much more.

As well as guaranteeing all incoming raw materials are at the highest quality grade available, we ensure the finished product and system are to our high standards and certified and approved by the relevant test and certification bodies - indicating a high-quality, experienced, and reliable business and product.

Environment & Sustainability

The reality is that 11% of global emissions come from the production and transportation of building materials. The materials you choose play a big part in this - resources are becoming scarce, the world is out of balance, and emissions need to drop to net zero by 2050.

We take our sustainability and the decisions we make for the environment extremely seriously because we continue to play our part - to ensure our planet and all ecosystems are rebalanced and thriving once more. Our ecorend bags and buckets are waterproof, have up to 30% recycled content and are fully recyclable, unlike plastic-lined paper bags, which have a higher risk of raw material wastage through packaging damage and go into landfills across the UK. Over 90% of our raw materials are sourced locally, reducing our carbon footprint whilst supporting UK businesses, and our head office and UK manufacturing plant use energy conservation techniques to drive our consumption down.

We generate on site power from our solar panels at our site in Dalton, North Yorkshire, which will generate c.45% of our annual electricity requirement whilst also contributing back into the local grid at times when generation exceeds our consumption needs.

But our journey to becoming net zero by 2050 doesn't stop here; we are continuing to enhance and develop our business operation and resourcefulness, from solar systems and ISO 50001 to local, national and international environmental initiatives. Selecting products and a business that supports sustainability and is actively making a difference is part of the future - let's make it happen together.


Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025

REVIEW OF BUSINESS
Turnover and volumes dropped slightly in 2025 against a backdrop of a challenging market and unfavourable economic conditions. Although total group turnover dropped slightly, our strategic approach to pricing and key supplier relationships contributed to an increase in our gross margin percentage year-on-year.

2025 2024
£ £
Turnover 19,818,243 20,321,022
Gross Profit 7,904,466 7,663,080
Gross Profit % 39.88% 37.71%

Profit Before Taxation 5,507,525 4,601,229
Profit Before Taxation % 27.79% 22.64%

EBITDA 5,702,429 5,025,613
EBITDA % 28.77% 24.73%

The EBITDA for the year included a gain on revaluation of the group's operating site at Dalton. Without that gain the EBITDA comparison is a drop from 2024's final figure.

This performance strengthened the balance sheet, with net assets now in excess of £20m.

With the partnership with Henkel announced in February 2026, the group is now well placed to continue its strategic and controlled growth profile. As well as continuing to develop its own products, the partnership will open potential new product and market opportunities for the business. Further significant capital investment from cash reserves is planned and the group will continue to operate without any external debt despite these significant capital investments. The planned capital investment will include additional plant and machinery, as well as development of new and innovative products to bring to market.

The group will also continue to invest in staff and operational resources from cash reserves where appropriate to support a return to continuing our growth strategy.

Future developments

Our business model for the future is centred on strengthening the solid foundation we have established over the years. We aim to expand our brands, enhance our product offerings, and deepen our relationships with customers, all while maintaining our commitment to providing the highest quality products and exceptional service levels available in the market. We believe that fair pricing is essential to building trust and loyalty among our customers and contractors, and we will continue to uphold this principle.

As we look ahead, within the competitive and fragmented market in which we operate, our strategy is centred on gaining increased market share. We recognise the importance of remaining competitive in a dynamic landscape and are committed to delivering targeted marketing strategies and enhanced customer engagement initiatives. These efforts will enable us to penetrate new segments of the market while further strengthening our position within existing ones.

We will continue to invest in cutting-edge innovation and technology. This includes exploring new product and system technology aligned with certification and advancements that enhance our production processes, improve efficiency, and drive sustainability.

We are also committed to expanding our production capacity to meet the increasing demand for our products, ensuring that we can deliver on our promises to customers without compromise.

Moreover, we understand that our people are our greatest asset. Therefore, we will invest in their development by providing ongoing training and professional growth opportunities. By fostering a culture of continuous improvement and empowering our team members, we will cultivate a workforce that is not only skilled but also motivated to achieve our collective goals.


Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025

And as a final pillar supporting our growth ambitions, our partnership with Henkel, Düsseldorf, Germany - a global leader in adhesives, sealants and coatings - was announced in early 2026. This partnership will enable both companies to accelerate their core businesses by combining Wetherby Laroc's strong local brands and market presence with Henkel's global innovation and advanced technology capabilities.

In summary, our future development strategy represents a comprehensive and integrated approach-combining global reach, strategic partnerships, brand enhancement, market expansion, technological innovation, and a strong commitment to our people. We are confident in the opportunities ahead and remain fully focused on delivering sustainable growth, long-term value, and continued success in the years to come.

Market Analysis

In 2025, the UK render and coatings market is entering a more complex and transitional phase. While long-term demand drivers remain intact, short-term pressures-particularly in housing delivery, regulatory processes, and programme execution-are reshaping how growth is realised.

Slower House Building, and Retrofit Demand

House building activity has softened compared to 2024, with mainly higher interest rates, tighter financing conditions, and developer caution impacting new starts. Government housing targets remain ambitious, but delivery continues to lag behind policy intent.

EWI Market Disruption: ECO4 Quality Issues and High-Rise Delays

Despite strong long-term fundamentals, the External Wall Insulation (EWI) market is experiencing short-term disruption and reduced momentum in 2025.

Under the ECO4 programme, increased scrutiny around installation quality, compliance, and outcomes has led to:
- Project delays and rework requirements
- Greater auditing and validation processes
- Reduced installation rates as stakeholders prioritise quality over volume

This has created a slowdown in delivery across parts of the retrofit market, particularly where installer capability and oversight have been inconsistent.

In parallel, the high-rise recladding and remediation segment-a major potential growth area for EWI-continues to face delays due to:
- Ongoing regulatory clarification linked to the Building Safety Act
- Extended consultation periods and evolving compliance frameworks
- Complex approval processes involving multiple stakeholders

As a result, projects are progressing more slowly than anticipated, with many schemes remaining in planning or design phases rather than moving to execution.

Collectively, these factors are temporarily suppressing EWI volumes, while increasing the importance of quality assurance, system certification, and contractor competence.

Acceleration of Sustainability as a Commercial Requirement

Sustainability has moved beyond a strategic ambition to a core commercial and regulatory requirement. Developers, contractors, and asset owners are under increasing pressure to demonstrate measurable reductions in embodied and operational carbon.

This is driving:
- Greater specification of low-carbon renders and coatings
- Increased demand for low carbon mineral-based, breathable, and recyclable materials
- More scrutiny on Environmental Product Declarations (EPDs) and lifecycle performance

Sustainability is now a key differentiator in winning projects, not just a compliance exercise.

Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025


Expansion of Local and Regional Manufacturing

The shift towards localised manufacturing and supply chains has strengthened further in 2025. Rising geopolitical uncertainty, logistics costs, and carbon considerations continue to push manufacturers to regionalise production.

For the render and coatings sector, this translates into:
- Increased investment in UK-based production capacity
- Greater emphasis on supply chain transparency
- Reduced reliance on imported materials

This trend is improving our resilience but also increasing competition among domestic manufacturers.

Insulation and System-Based Solutions Gain Traction

The insulation market continues to expand, but importantly, the shift is now towards integrated system solutions rather than standalone products. External Wall Insulation (EWI) systems, render-insulation combinations, and façade systems are gaining prominence.

Key drivers include:
- Stricter energy efficiency standards
- Government-backed retrofit programmes
- Rising energy costs influencing consumer behaviour

There is also growing demand for technically robust, warrantied systems, placing pressure on manufacturers to provide full-system accountability rather than individual components.

Regulatory Pressure Intensifies (Post-Grenfell Environment

Regulation is now one of the primary forces shaping the market. The Building Safety Act and ongoing updates to fire and energy regulations are significantly influencing product selection and system design

Impacts include:
- Increased demand for tested and certified systems
- Greater focus on non-combustible and fire-compliant materials
- More complex approval and specification processes
- Slower project mobilisation due to extended compliance pathways

Ongoing Supply Chain Stabilisation with Cost Sensitivity

Supply chains in 2025 are more stable than in previous years, but cost volatility remains a concern. Energy prices, raw material costs, and labour shortages continue to affect pricing structures.

We are responding by:
- Strengthening supplier partnerships
- Holding more strategic inventory
- Passing through selective cost increases where the market allows

At the same time, contractors and clients are increasingly price-sensitive, creating margin pressure across the sector.

Conclusion
In 2025, the UK render and coatings market is characterised by a shift from volume-driven growth to value- and quality-driven performance. While new-build activity has slowed and EWI faces short-term disruption, opportunities remain strong in retrofit, system-based solutions, and sustainability-led innovation.

However, success will increasingly depend on:
- Delivering consistent quality and compliance, particularly in regulated programmes
- Navigating regulatory complexity and delayed project cycles
- Providing fully certified, system-based solutions rather than standalone products

Wetherby Group of Companies Limited (Registered number: 06729061)

Group Strategic Report
for the Year Ended 31 December 2025

- Delivering a balanced commercial and quality-driven offering aligned to market needs

The market is rebalancing and professionalising where necessary, with clear advantages for businesses that can combine technical credibility, system performance, and local supply chain reliability.

PRINCIPAL RISKS AND UNCERTAINTIES
Liquidity:
The Company has significant cash reserves and no external debt. This insulates the business from changes in interest rates whilst allowing investment decisions to be made without the need for third party involvement. The cashflow forecast is monitored monthly and cash deposits are held on terms that allow access in the event of any unforeseen requirements or possible opportunities to exploit.

Debtors:
Whilst the Company does not have over reliance on any one individual customer, the threat of a bad debt is always a possibility. The Company makes a general provision each year which is carried to the balance sheet if not required and held as security against any future bad debt scenario. We have a robust credit control process and customer credit terms are reviewed regularly in the light of debtor performance and changes in credit worthiness as monitored through our credit reporting agency.

Economy:
External economic factors are outside of the Company's control. However, we closely monitor the economic trends and developments and assess any likely impact on, or opportunity for, the business.

Market:
The market in which we operate is constantly evolving and changing as economic and political factors sway. Whilst we maintain our focus on delivering excellent products and service levels, we are also continually looking to diversify our offering to spread the potential impact of market changes.

Personnel:
We are rightly proud of the team we have built and the part they play in the success of the business. This does make our staff attractive to competitors and the opens up the threat of losing a key member of staff. To limit this possibility, and any potential impact, we have a strong staff incentive scheme and build succession planning in key areas. The length of service of staff, and our low turnover rates , are testimony to our culture of valuing and rewarding staff.

ON BEHALF OF THE BOARD:





A J Chalmers - Director


8 July 2026

Wetherby Group of Companies Limited (Registered number: 06729061)

Report of the Directors
for the Year Ended 31 December 2025

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

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of manufacturing specialising in performance building products and systems.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2025 was £672,206, (2024: £839,050).

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
A J Chalmers has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

P Ciborowski , F Kloebbe and T Raghavan were appointed as directors after 31 December 2025 but prior to the date of this report.

I R J Chalmers , J K Chalmers , D A Chalmers Groves and A S J Chalmers ceased to be directors after 31 December 2025 but prior to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT
The following information, which would otherwise be disclosed in the directors' report, is instead disclosed in the strategic report, as permitted by s414C(11) of the Companies Act 2006:

- Principal risks and uncertainties
- Future developments

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.

Wetherby Group of Companies Limited (Registered number: 06729061)

Report of the Directors
for the Year Ended 31 December 2025


AUDITORS
The auditors, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:





A J Chalmers - Director


8 July 2026

Report of the Independent Auditors to the Members of
Wetherby Group of Companies Limited

Opinion
We have audited the financial statements of Wetherby Group of Companies Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Wetherby Group of Companies Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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.

Report of the Independent Auditors to the Members of
Wetherby Group of Companies Limited


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, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

- Understanding the key legal and regulatory frameworks that are applicable to the group. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, employment law and company law.

- Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance.

- Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.

- Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. The key areas of uncertainty within these financial statements are disclosed within note 2.

- Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Report of the Independent Auditors to the Members of
Wetherby Group of Companies Limited


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.




Simon Hook FCCA (Senior Statutory Auditor)
for and on behalf of Clive Owen LLP
Chartered Accountants and Statutory Auditors
Kepier House
Belmont Business Park
Durham
DH1 1TW

9 July 2026

Wetherby Group of Companies Limited (Registered number: 06729061)

Consolidated
Income Statement
for the Year Ended 31 December 2025

2025 2024
as restated
Notes £    £   

TURNOVER 3 19,818,243 20,321,022

Cost of sales (11,913,777 ) (12,657,942 )
GROSS PROFIT 7,904,466 7,663,080

Administrative expenses (4,034,135 ) (3,539,765 )
3,870,331 4,123,315

Other operating income 279,994 253,806
OPERATING PROFIT 5 4,150,325 4,377,121

Interest receivable and similar income 270,747 230,818
4,421,072 4,607,939
Gain/loss on revaluation of investment
property

1,088,114

-
5,509,186 4,607,939

Interest payable and similar expenses 6 (1,661 ) (6,710 )
PROFIT BEFORE TAXATION 5,507,525 4,601,229

Tax on profit 7 (1,189,808 ) (1,124,309 )
PROFIT FOR THE FINANCIAL YEAR 4,317,717 3,476,920
Profit attributable to:
Owners of the parent 2,466,608 1,469,001
Non-controlling interests 1,851,109 2,007,919
4,317,717 3,476,920

Wetherby Group of Companies Limited (Registered number: 06729061)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2025

2025 2024
as restated
Notes £    £   

PROFIT FOR THE YEAR 4,317,717 3,476,920


OTHER COMPREHENSIVE INCOME
Loss on revaluation of fixed assets (666,266 ) -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(666,266

)

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

3,651,451

3,476,920

Total comprehensive income attributable to:
Owners of the parent 1,800,342 1,469,001
Non-controlling interests 1,851,109 2,007,919
3,651,451 3,476,920

Wetherby Group of Companies Limited (Registered number: 06729061)

Consolidated Balance Sheet
31 December 2025

2025 2024
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 11 120,400 143,107
Tangible assets 12 5,971,015 6,858,682
Investments 13 - -
Investment property 14 1,888,114 800,000
7,979,529 7,801,789

CURRENT ASSETS
Stocks 15 2,432,527 2,289,468
Debtors 16 2,308,826 2,719,872
Cash at bank and in hand 11,558,433 9,128,702
16,299,786 14,138,042
CREDITORS
Amounts falling due within one year 17 (3,451,065 ) (4,125,225 )
NET CURRENT ASSETS 12,848,721 10,012,817
TOTAL ASSETS LESS CURRENT
LIABILITIES

20,828,250

17,814,606

PROVISIONS FOR LIABILITIES 20 (661,792 ) (627,393 )
NET ASSETS 20,166,458 17,187,213

CAPITAL AND RESERVES
Called up share capital 21 60,008 60,008
Revaluation reserve 22 532,964 1,199,230
Capital redemption reserve 22 39,992 39,992
Investment property
revaluations 22 346,836 30,450
Retained earnings 22 10,286,499 8,548,236
11,266,299 9,877,916

NON-CONTROLLING INTERESTS 23 8,900,159 7,309,297
TOTAL EQUITY 20,166,458 17,187,213

The financial statements were approved by the Board of Directors and authorised for issue on 8 July 2026 and were signed on its behalf by:





A J Chalmers - Director


Wetherby Group of Companies Limited (Registered number: 06729061)

Company Balance Sheet
31 December 2025

2025 2024
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 16,869 22,022
Investments 13 301 301
Investment property 14 6,353,845 5,928,152
6,371,015 5,950,475

CURRENT ASSETS
Debtors 16 42,245 33,333
Cash at bank 568,657 748,260
610,902 781,593
CREDITORS
Amounts falling due within one year 17 (506,358 ) (485,897 )
NET CURRENT ASSETS 104,544 295,696
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,475,559

6,246,171

PROVISIONS FOR LIABILITIES 20 (477,134 ) (369,697 )
NET ASSETS 5,998,425 5,876,474

CAPITAL AND RESERVES
Called up share capital 21 60,008 60,008
Capital redemption reserve 22 39,992 39,992
Investment property
revaluations 22 1,546,066 1,229,680
Retained earnings 22 4,352,359 4,546,794
5,998,425 5,876,474

Company's profit for the financial year 533,910 521,647

The financial statements were approved by the Board of Directors and authorised for issue on 8 July 2026 and were signed on its behalf by:





A J Chalmers - Director


Wetherby Group of Companies Limited (Registered number: 06729061)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up Capital
share Retained Revaluation redemption
capital earnings reserve reserve
£    £    £    £   
Balance at 1 January 2024 60,008 7,269,095 1,199,230 39,992

Changes in equity
Dividends - (189,860 ) - -
Total comprehensive income - 1,469,001 - -
Balance at 31 December 2024 60,008 8,548,236 1,199,230 39,992

Changes in equity
Transfer between reserves - (316,386 ) - -
Dividends - (411,959 ) - -
Total comprehensive income - 2,466,608 (666,266 ) -
Balance at 31 December 2025 60,008 10,286,499 532,964 39,992
Investment
property Non-controlling Total
revaluations Total interests equity
£    £    £    £   
Balance at 1 January 2024 30,450 8,598,775 5,950,568 14,549,343

Changes in equity
Dividends - (189,860 ) (649,190 ) (839,050 )
Total comprehensive income - 1,469,001 2,007,919 3,476,920
Balance at 31 December 2024 30,450 9,877,916 7,309,297 17,187,213

Changes in equity
Transfer between reserves 316,386 - - -
Dividends - (411,959 ) (260,247 ) (672,206 )
Total comprehensive income - 1,800,342 1,851,109 3,651,451
Balance at 31 December 2025 346,836 11,266,299 8,900,159 20,166,458

Wetherby Group of Companies Limited (Registered number: 06729061)

Company Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up Capital Investment
share Retained redemption property Total
capital earnings reserve revaluations equity
£    £    £    £    £   
Balance at 1 January 2024 60,008 4,215,007 39,992 1,229,680 5,544,687

Changes in equity
Dividends - (189,860 ) - - (189,860 )
Total comprehensive income - 521,647 - - 521,647
Balance at 31 December 2024 60,008 4,546,794 39,992 1,229,680 5,876,474

Changes in equity
Transfer between reserves - (316,386 ) - 316,386 -
Dividends - (411,959 ) - - (411,959 )
Total comprehensive income - 533,910 - - 533,910
Balance at 31 December 2025 60,008 4,352,359 39,992 1,546,066 5,998,425

Wetherby Group of Companies Limited (Registered number: 06729061)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

2025 2024
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 4,394,771 5,057,785
Tax paid (1,260,257 ) (909,693 )
Net cash from operating activities 3,134,514 4,148,092

Cash flows from investing activities
Purchase of intangible fixed assets (13,002 ) (77,157 )
Purchase of tangible fixed assets (208,774 ) (773,204 )
Sale of tangible fixed assets 15,248 14,531
Interest received 270,747 230,818
Net cash from investing activities 64,219 (605,012 )

Cash flows from financing activities
Loan repayments in year (52,083 ) (62,500 )
Bank loan interest paid (1,661 ) (6,710 )
Amount withdrawn by directors (43,061 ) (60,223 )
Equity dividends paid (411,959 ) (189,860 )
Dividends paid to minority interests (260,247 ) (649,190 )
Net cash from financing activities (769,011 ) (968,483 )

Increase in cash and cash equivalents 2,429,722 2,574,597
Cash and cash equivalents at beginning of
year

2

9,128,702

6,554,105

Cash and cash equivalents at end of year 2 11,558,424 9,128,702

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

1. RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM
OPERATIONS

2025 2024
as restated
£    £   
Profit for the financial year 4,317,717 3,476,920
Depreciation charges 463,990 403,142
Profit on disposal of fixed assets (13,353 ) (7,265 )
Gain on investment property (1,088,114 ) -
Finance costs 1,661 6,710
Finance income (270,747 ) (230,818 )
Taxation 1,189,808 1,124,309
4,600,962 4,772,998
Increase in stocks (143,059 ) (535,105 )
Decrease/(increase) in trade and other debtors 411,046 (21,382 )
(Decrease)/increase in trade and other creditors (474,178 ) 841,274
Cash generated from operations 4,394,771 5,057,785

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 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 11,558,433 9,128,702
Bank overdrafts (9 ) -
11,558,424 9,128,702
Year ended 31 December 2024
31.12.24 1.1.24
as restated
£    £   
Cash and cash equivalents 9,128,702 6,554,105


Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank and in hand 9,128,702 2,429,731 11,558,433
Bank overdrafts - (9 ) (9 )
9,128,702 2,429,722 11,558,424
Debt
Debts falling due within 1 year (52,083 ) 52,083 -
(52,083 ) 52,083 -
Total 9,076,619 2,481,805 11,558,424

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

Wetherby Group of Companies 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.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Financial Reporting Standard 102 - reduced disclosure exemptions
FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity in respect of its separate (non-group) financial statements and has taken advantage of the exemptions relating to disclosure of key management personnel compensation and the preparation of a cash flow statement. The equivalent information on a consolidated basis is included within these financial statements.

Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Wetherby Group of Companies Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to the year end date. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transactions 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.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
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 the 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 when 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.

Significant judgements in applying the group's accounting policies
As stated in note 14, investment properties are carried at fair value. Changes in fair value are recognised through profit and loss account with cumulative gains and losses transferred to a separate revaluation reserve, which is stated net of any related deferred tax.

Valuation of the company's investment property portfolio is subjective due to amongst other factors, the nature of each property, its location and the expected future revenues. Consequently, the valuations the company places on its investment property portfolio are subject to a degree of uncertainty and are made on the basis of assumptions which may not prove to be accurate, particularly in periods of volatility or low transaction flow in the market.

The investment property valuation contains a number of assumptions upon which the company's valuers have based their valuation of the company's investment property portfolio. The assumptions include, but are not limited to, matters such as the tenure and tenancy details for each of the properties as well as ground conditions, structural condition, prevailing market yields and comparable market transactions. Further details in relation to investment properties are provided in note 14.

Key sources of estimation uncertainty
Estimates included within these financial statements include depreciation and amortisation charges and asset impairments such as provisions against debtors and stock. None of these estimates are considered to carry significant estimation uncertainty, or to bear significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year.

Going concern
The group meets its day to day working capital requirements through cash generated form operations. The group's forecasts and projections for the next twelve months show that the should group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance.

Although the forecasts prepared taking account of the matters above support the ability of the to group remain a going concern and to be able to trade and meet its debts as they fall due the underlying trading assumptions used in forecasting are extremely judgemental and difficult to predict and could be subject to significant variation.

However, based on the factors set out above the directors believe that the group has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements. Therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

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

Turnover represents the sale of goods and is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on delivery of the goods.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

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.

Computer software is being amortised over 5 years.

Tangible fixed assets (excluding freehold property)
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Assets Under Construction - not provided
Plant and machinery - 25% on cost, 20% on cost and 10% on cost
Fixtures and fittings - 20% on cost and 10 - 25% on cost
Motor vehicles - 25% on cost
Computer equipment - 25% on cost and 20% on cost

Tangible fixed assets (excluding freehold property) are measured at cost less accumulated depreciation and impairment.

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 credited or charged to profit or loss.

Freehold property
Freehold property are stated at revalued amounts, being fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are carried out by qualified independent valuers at intervals sufficient to ensure that the carrying amount does not differ materially from fair value.

Increases in value are credited to a Revaluation Reserve within equity, unless they reverse a previous decrease recognised in profit or loss. Decreases in value are charged to profit or loss, unless they reverse a previous revaluation surplus for the same asset.

Depreciation is provided on buildings (but not land) on a straight-line basis over their estimated useful lives. The revalued amount is depreciated from the date of the latest valuation.

On disposal of a revalued asset, any remaining balance in the revaluation reserve relating to that asset is transferred to retained earnings.

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in other comprehensive income or the profit or loss..

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
Debtors
Short term debtors are measured at transaction price. Other financial assets including cash and bank are measured at fair value.

Creditors
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued
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 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.

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
Assets obtained under finance leases are capitalised in the balance sheet. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Dividends
Dividend income is recognised when the right to receive payment is established.

Dividends and other distributions to the group's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.

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

3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

All income in the current year and prior year arose from activities concluded in the United Kingdom.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

4. EMPLOYEES AND DIRECTORS
2025 2024
as restated
£    £   
Wages and salaries 2,533,985 2,358,205
Social security costs 284,494 221,772
Other pension costs 90,046 81,687
2,908,525 2,661,664

The average number of employees during the year was as follows:
2025 2024
as restated

Directors 5 5
Management 12 10
Administration 36 30
Operating staff 21 20
74 65

2025 2024
as restated
£    £   
Directors' remuneration 122,582 42,553
Directors' pension contributions to money purchase schemes 289 1,239

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

5. OPERATING PROFIT

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

2025 2024
as restated
£    £   
Hire of plant and machinery (970 ) 11,102
Other operating leases 113,557 88,598
Depreciation - owned assets 428,280 374,625
(Profit)/loss on disposal of fixed assets (13,353 ) 7,265
Computer software amortisation 35,709 28,517
Fees payable to the company's
auditors for the audit of the
company's financial statements 11,000 3,600
Other services including audit
of the company's subsidiaries 26,000 24,000
Foreign exchange differences 141 916

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
as restated
£    £   
Bank loan interest 1,661 6,710

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
as restated
£    £   
Current tax:
UK corporation tax 1,155,409 1,142,051
Prior year corporation tax
adjustment - (2,886 )
Total current tax 1,155,409 1,139,165

Deferred tax 34,399 (14,856 )
Tax on profit 1,189,808 1,124,309

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
as restated
£    £   
Profit before tax 5,507,525 4,601,229
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2024 - 25 %)

1,376,881

1,150,307

Effects of:
Expenses not deductible for tax purposes (123,897 ) 32,822
Income not taxable for tax purposes (10,503 ) 16,568
Depreciation in excess of capital allowances 6,608 -
Adjustments to tax charge in respect of previous periods (6,407 ) 1,958
R&D enhanced deduction (52,874 ) (77,346 )
Total tax charge 1,189,808 1,124,309

Tax effects relating to effects of other comprehensive income

2025
Gross Tax Net
£    £    £   
Loss on revaluation of fixed assets (666,266 ) - (666,266 )


Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

7. TAXATION - continued
2024
Gross Tax Net
£    £    £   
Gain on revaluation of fixed assets

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

2025 2024
Wetherby Group of Companies Ltd £ £
Ordinary A shares of £1 each
Final 41,416 29,880
Ordinary B shares of £1 each
Final 30,000 20,000
Ordinary C shares of £1 each
Final 234,201 -
Ordinary D shares of £1 each
30,000 37,995
Ordinary E shares of £1 each
Final 34,342 20,000
Ordinary T2 shares of £1 each
Final - 49,990
Ordinary T3 shares of £1 each
Final 42,000 31,995

Wetherby Stone Products Ltd
Ordinary D shares of £1 each 260,247 549,917

La Roc Building Solutions Ltd
Ordinary shares of £0.01 each 60,000 660,000

732,206 1,399,777

10. PRIOR YEAR ADJUSTMENT

There has been a prior year adjustment in relation to non-controlling interest reserves. This is to account for historical dividends to the non-controlling interests. The total effect is a £837,712 in the increase retained earnings of the group and a corresponding decrease in the reserves of the non-controlling interest.

There has been a prior year adjustment for profit and loss reallocations only and relates to intercompany recharges.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

11. INTANGIBLE FIXED ASSETS

Group
Computer
software
£   
COST
At 1 January 2025 171,624
Additions 13,002
At 31 December 2025 184,626
AMORTISATION
At 1 January 2025 28,517
Amortisation for year 35,709
At 31 December 2025 64,226
NET BOOK VALUE
At 31 December 2025 120,400
At 31 December 2024 143,107

12. TANGIBLE FIXED ASSETS

Group
Assets
Under Freehold Plant and
Construction property machinery
£    £    £   
COST OR VALUATION
At 1 January 2025 177,798 5,057,447 2,843,055
Additions 63,691 3,845 94,185
Disposals - - -
Revaluations - (666,266 ) -
Reclassification/transfer (170,784 ) - 166,338
At 31 December 2025 70,705 4,395,026 3,103,578
DEPRECIATION
At 1 January 2025 - - 1,842,809
Charge for year - - 273,209
Eliminated on disposal - - -
At 31 December 2025 - - 2,116,018
NET BOOK VALUE
At 31 December 2025 70,705 4,395,026 987,560
At 31 December 2024 177,798 5,057,447 1,000,246

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2025 575,376 420,820 3,924 9,078,420
Additions 45,593 - 1,460 208,774
Disposals (2,500 ) (23,000 ) - (25,500 )
Revaluations - - - (666,266 )
Reclassification/transfer 4,446 - - -
At 31 December 2025 622,915 397,820 5,384 8,595,428
DEPRECIATION
At 1 January 2025 150,655 224,140 2,134 2,219,738
Charge for year 84,313 70,227 531 428,280
Eliminated on disposal (1,208 ) (22,397 ) - (23,605 )
At 31 December 2025 233,760 271,970 2,665 2,624,413
NET BOOK VALUE
At 31 December 2025 389,155 125,850 2,719 5,971,015
At 31 December 2024 424,721 196,680 1,790 6,858,682

If freehold property had not been revalued they would have been included within tangible assets at a historical cost of £3,478,193 (2024: £3,545,053) with aggregate depreciation of £400,646 (2024: £354,289) the value of land held within freehold land and buildings is £553,137 (2024: £553,137).

The freehold property was valued on an open market basis on 16 July 2025 by Savills (UK) Ltd.

Cost or valuation at 31 December 2025 is represented by:

Assets
Under Freehold Plant and
Construction property machinery
£    £    £   
Valuation in 2023 - 1,512,394 -
Valuation in 2025 - (666,266 ) -
Cost 70,705 3,548,898 3,103,578
70,705 4,395,026 3,103,578

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
Valuation in 2023 - - - 1,512,394
Valuation in 2025 - - - (666,266 )
Cost 622,915 397,820 5,384 7,749,300
622,915 397,820 5,384 8,595,428

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

12. TANGIBLE FIXED ASSETS - continued

Group

If freehold property had not been revalued they would have been included at the following historical cost:

2025 2024
as restated
£    £   
Cost 3,478,193 3,545,053
Aggregate depreciation 400,646 354,289

Value of land in freehold land and buildings 553,137 553,137

Freehold property was valued on an open market basis on 16 July 2025 by Savills UK Ltd. .

Company
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 January 2025 50,062 5,333 3,924 59,319
Additions - - 1,460 1,460
At 31 December 2025 50,062 5,333 5,384 60,779
DEPRECIATION
At 1 January 2025 29,986 5,177 2,134 37,297
Charge for year 5,926 156 531 6,613
At 31 December 2025 35,912 5,333 2,665 43,910
NET BOOK VALUE
At 31 December 2025 14,150 - 2,719 16,869
At 31 December 2024 20,076 156 1,790 22,022

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2025
and 31 December 2025 301
NET BOOK VALUE
At 31 December 2025 301
At 31 December 2024 301


Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

13. FIXED ASSET INVESTMENTS - continued

Company

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

Subsidiaries

Wetherby Stone Products Limited
Registered office: Dalton Airfield, Industrial Estate Dalton, Thirsk, North Yorkshire, YO7 3HE
Nature of business: manufacture of building preservative products
%
Class of shares: holding
Ordinary D 51.00

Fibrocem Limited
Registered office: Wetherby Stone Products Ltd, Dalton Industrial Estate, Dalton, Thirsk, North Yorkshire, YO7 3HE
Nature of business: Non-trading company
%
Class of shares: holding
Ordinary 100.00

La Roc Building Solutions Limited
Registered office: Dalton Industrial Estate, Dalton, North Yorkshire, YO7 3HE
Nature of business: manufacture of building preservative products
%
Class of shares: holding
Ordinary 51.00


Wetherby Stone Products Limited owns 51% of La Roc Building Solutions Limited. The shareholding of La Roc Building Solutions Limited increased from 50% to 51% as of June 2022.

14. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2025 800,000
Revaluations 1,088,114
At 31 December 2025 1,888,114
NET BOOK VALUE
At 31 December 2025 1,888,114
At 31 December 2024 800,000

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

14. INVESTMENT PROPERTY - continued

Group

Fair value at 31 December 2025 is represented by:
£   
Valuation in 2014 15,450
Valuation in 2023 203,698
Valuation in 2025 1,080,424
Cost 588,542
1,888,114

Company
Total
£   
FAIR VALUE
At 1 January 2025 5,928,152
Additions 3,845
Revaluations 421,848
At 31 December 2025 6,353,845
NET BOOK VALUE
At 31 December 2025 6,353,845
At 31 December 2024 5,928,152

Fair value at 31 December 2025 is represented by:
£   
Valuation in 2014 15,450
Valuation in 2023 1,532,394
Valuation in 2025 421,848
Cost 4,384,153
6,353,845

The investment property was valued on an open market basis on 16 July 2025 by Savills (UK) Ltd.

In the opinion of the directors the valuation of the investment property represents the fair value as at 31 December 2025.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

15. STOCKS

Group
2025 2024
as restated
£    £   
Raw materials 1,264,424 1,066,673
Finished goods 1,168,103 1,222,795
2,432,527 2,289,468

There is no significant difference between the replacement cost of the stocks and its carrying amount.

Stocks are stated after provisions for impairment of £5,938 (2024: £5,938).

16. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
as restated as restated
£    £    £    £   
Trade debtors 1,876,173 2,554,564 28,321 27,147
Amounts owed by group undertakings - - 8,150 -
Amounts owed by associates - 5,000 - -
Other debtors 2,393 2,088 - -
Prepayments and accrued income 430,260 158,220 5,774 6,186
2,308,826 2,719,872 42,245 33,333

Trade debtors are stated after provisions for impairment of £86,307 (2024: £46,970).

17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
as restated as restated
£    £    £    £   
Bank loans and overdrafts (see note 18) 9 52,083 - -
Trade creditors 1,591,351 1,819,143 16,173 8,692
Amounts owed to group undertakings - - 347,163 324,921
Corporation tax 562,157 667,004 80,807 95,925
Taxation and social security 455,947 438,714 10,047 23,872
Other creditors 24,156 19,791 - -
Directors' current accounts - 43,061 - -
Accruals and deferred income 817,445 1,085,429 52,168 32,487
3,451,065 4,125,225 506,358 485,897

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Amounts owed to directors are unsecured, interest free and repayable on demand.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

18. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
as restated
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 9 -
Bank loans - 52,083
9 52,083

During the year, the bank loan with a prior year balance of £52,083 and interest payable at 3%, was repaid in full.

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
as restated
£    £   
Within one year 107,834 80,011
Between one and five years 128,692 53,306
236,526 133,317

20. PROVISIONS FOR LIABILITIES

Group Company
2025 2024 2025 2024
as restated as restated
£    £    £    £   
Deferred tax 661,792 627,393 477,134 369,697

Group
Deferred
tax
£   
Balance at 1 January 2025 627,393
Accelerated capital allowances 34,399
Balance at 31 December 2025 661,792

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

20. PROVISIONS FOR LIABILITIES - continued

Company
Deferred
tax
£   
Balance at 1 January 2025 369,697
Accelerated capital allowances 107,437
Balance at 31 December 2025 477,134

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £ £
2 Ordinary A £1 2 2
2 Ordinary B £1 2 2
2 Ordinary C £1 2 2
2 Ordinary D £1 2 2
2 Ordinary E £1 2 2
29,998 Ordinary P £1 29,998 29,998
29,994 Ordinary T £1 29,994 29,994
2 Ordinary T1 £1 2 2
2 Ordinary T2 £1 2 2
2 Ordinary T3 £1 2 2
60,008 60,008

There are 10 classes of ordinary shares, which rank pari passu. There are no restrictions on the distribution of dividends and repayment of capital.

22. RESERVES

Group
Capital Investment
Retained Revaluation redemption property
earnings reserve reserve revaluations Totals
£    £    £    £    £   

At 1 January 2025 8,548,236 1,199,230 39,992 30,450 9,817,908
Profit for the year 2,466,608 2,466,608
Dividends (411,959 ) (411,959 )
Transfer - (666,266 ) - - (666,266 )
Transfer between reserves (316,386 ) - - 316,386 -
At 31 December 2025 10,286,499 532,964 39,992 346,836 11,206,291

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

22. RESERVES - continued

Company
Capital Investment
Retained redemption property
earnings reserve revaluations Totals
£    £    £    £   

At 1 January 2025 4,546,794 39,992 1,229,680 5,816,466
Profit for the year 533,910 533,910
Dividends (411,959 ) (411,959 )
Transfer between reserves (316,386 ) - 316,386 -
At 31 December 2025 4,352,359 39,992 1,546,066 5,938,417

Retained earnings includes all profits and losses less any distributions made.

Capital redemption reserve relates to the buyback of shares.

Investment property and revaluations reserve includes all current and prior period gains and losses on revaluation of the property including any associated deferred tax.

23. NON-CONTROLLING INTERESTS

Wetherby Group of Companies Limited owns 51% of Wetherby Stone Products Limited. Wetherby Stone Products Limited owns 51% of La Roc Building Solutions Limited. The non-controlling interest represents both the 49% of Wetherby Stone Products Limited not owned by the Group and 49% of La Roc Building Solutions Limited not owned by the Group.

24. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £90,046 (2024: £81,687). Contributions totalling £24,549 (2024: £19,997) were payable to the fund at the balance sheet date and are included in creditors.

25. CAPITAL COMMITMENTS
2025 2024
as restated
£    £   
Contracted but not provided for in the
financial statements - 59,245

26. RELATED PARTY DISCLOSURES

Group
Total remuneration paid to key management personnel of the group was £138,471 (2024: £199,312) which includes directors' remuneration disclosed in note 4.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Company
Transactions with non wholly owned subsidiaries are shown below.

Wetherby Group of Companies Limited (Registered number: 06729061)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

26. RELATED PARTY DISCLOSURES - continued

Entities over which the entity has control, joint control or significant influence
2025 2024
as restated
£    £   
Sales 266,813 243,500
Amount due from related party 339,014 324,922

27. POST BALANCE SHEET EVENTS

On 2 February 2026, the shareholders of the Company completed the sale of the entire of the issued share capital to Henkel Bidco Ltd. As the transaction occurred after the reporting date, it is treated as a non-adjusting event in accordance with FRS 102 Section 32.

The sale does not impact the amounts recognised in these financial statements.

28. ULTIMATE CONTROLLING PARTY

As at the 31 December 2025, the ultimate controlling parties were Alexander John Chalmers and John Keith Chalmers.

The group was sold post year end and as at the signing date, the ultimate controlling party is Henkel AG. The registered address of the ultimate parent company is: Henkelstrasse 67, 40589 Dusseldorf, Germany.