The directors present the strategic report for the year ended 31 December 2025.
The group continues to be the United Kingdom's leading manufacturer and supplier of electronic temperature measuring instruments. Founded in 1983, Electronic Temperature Instruments Ltd. (ETI) was established to meet growing market demand for digital thermometers and temperature probes that help businesses comply with Food Safety and HACCP regulations within the hospitality and food processing sectors.
Over recent years, ETI has expanded its product range and customer base, supplying a wide variety of industrial sectors with temperature measurement and testing equipment. In particular, the company supports businesses in complying with HVAC and building services regulations through the provision of reliable, high-quality temperature measurement solutions. ETI's continued focus on innovation, quality, and regulatory compliance has enabled it to maintain its position as the UK's market leader in its field.
The Board of Directors has identified and assessed the principal risks and uncertainties facing the company as part of its business review. The most significant ongoing risk is the potential devaluation of sterling against the US dollar, which would increase the cost of imported components. To mitigate this risk, the group aims to increase export sales, source components from local suppliers where commercially viable, and undertake annual reviews of selling prices and discounts offered to resellers and distributors.
The group also faces the risk of product obsolescence resulting from rapid technological developments. To address this, it continues to invest significantly in research and development, enabling the introduction of innovative products and the enhancement of existing product lines. During 2025, the group successfully launched several new Bluetooth-enabled thermometers and upgraded its ThermaData Loggers with improved durability and increased data storage capacity.
Maintaining strong demand for the company's products represents another key risk. The group seeks to mitigate this through continued investment in global marketing activities and ongoing brand development to strengthen its market position and support future sales growth.
In addition, the group remains exposed to customer concentration risk due to its reliance on one particularly significant US customer. While a strong commercial relationship exists, management continues to try to reduce this exposure by expanding and diversifying its customer base.
The Board also monitors external factors beyond the company's control, including local and global economic conditions and the impact of US-driven tariffs on international trade. Based on its assessment, the Board believes that all material foreseeable risks and uncertainties have been appropriately identified and addressed at the date of signing the financial statements.
Continued investment in research and development remains fundamental to ETI's long-term success and growth. The group's focus is on developing innovative temperature measurement solutions that improve efficiency, reduce operational costs, and save valuable time for end users across the hospitality and food processing industries.
A key driver of future development is the increasing demand from customers for digital data capture and automated record-keeping. As businesses continue to replace traditional paper-based temperature logbooks with computerised and handheld systems, ETI is investing in technologies that enable seamless integration with these platforms. The development of Wi-Fi and Bluetooth-enabled thermometers, combined with secure cloud-based data storage, provides significant benefits through improved traceability, enhanced compliance with food safety regulations, and more efficient management of temperature records. Projects involving wireless communication technologies have been instrumental to the company's success. However, the rapid pace of advancement in Wi-Fi, Bluetooth, and Internet technologies requires ongoing research, redevelopment, and engineering to ensure compatibility with the latest smart devices, operating systems, and cloud platforms. Maintaining interoperability while delivering reliable and secure performance remains a continual technical challenge.
In addition to developing new technologies, ETI is committed to the continuous improvement of its existing product range. This includes redesigning products to simplify manufacturing and assembly processes, reducing production time and costs, while maintaining product quality and reliability. Customer feedback also plays a central role in future development programmes, enabling the company to re-engineer products to better meet evolving user requirements, improve usability, and enhance overall performance. Through sustained investment in innovation and engineering, ETI aims to strengthen its competitive position, deliver greater value to customers, and respond effectively to the rapidly changing technological landscape.
The Group uses two key performance indicators (KPIs) to assess its financial performance: gross profit and gross profit margin. Gross profit increased to £9,110,657 (2024: £8,819,467), reflecting continued growth in the business Turnover also increased by 3.9% compared with the previous year. Gross profit margin remained resilient at 36.5% (2024: 36.7%), with the slight reduction reflecting normal trading movements. Overall, margins have been broadly maintained following the stabilisation of component costs after a period of significant supply chain disruption and price volatility.
The Group continues to invest in product development, bringing a range of new and improved products to market during the year. Further product launches are planned for 2026, supporting the Group's commitment to innovation and future growth.
Community engagement
ETI remains committed to supporting local charities and community initiatives. The Directors select charities that they believe will have the greatest positive impact within the local community and for families who work at, or are associated with, ETI.
During 2025, ETI supported the following charities:
St Barnabas Hospices
Comic Relief
Guild Care (supporting children and adults with learning disabilities)
Care for Veterans
Sight Support Worthing
My University Hospitals Sussex (formerly Love Your Hospital)
Chestnut Tree House
Macmillan Cancer Support
The Group values the opportunity to contribute to these organisations and remains committed to supporting the communities in which it operates.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £1,200,000. 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 company continues to invest in research and development to ensure that it can continue to fulfil its objective of remaining a leading supplier and manufacturer both in the United Kingdom and the United States of America of electronic temperature measuring instruments.
The directors believe that the diverse range of products and the continued investment in the development of new products will enable the company to maintain its position as the number one supplier and manufacturer of electronic temperature measuring and recording instruments in the UK.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of CLJ Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 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 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
We enquired of management, which included obtaining and reviewing supporting documentation, concerning the group's policies and procedures relating to:
Identifying, evaluating, and complying with laws and regulations and whether they were aware of any instances of non-compliance;
Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected, or alleged fraud;
We reviewed the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
We inspected the minutes of meetings of those charged with governance.
We obtained an understanding of the legal and regulatory framework that the group operates in, focusing on those laws and regulations that had a material effect on the financial statements or that had a fundamental effect on the operations of the group from our professional and sector experience.
We communicated applicable laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit.
We reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations.
We performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates are indicative of a potential bias and tested significant transactions that are unusual or those outside the normal course of business.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls and valuation of stock.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year by agreeing to supporting documentation;
Assessing significant estimates made by management for bias;
Selecting a sample of year end stock items and agreeing to supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
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 our 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 period was £1,200,000 (2024 - £500,000 profit).
CLJ Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Riverside House, Easting Close, Worthing, West Sussex, BN14 8HQ.
The group consists of CLJ Holdings Limited and all of its subsidiaries.
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 company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income.
The consolidated financial statements include the financial statements of the parent company, CLJ Holdings Limited, and its subsidiaries, prepared using the merger accounting method where applicable.
Merger accounting is applied to group reconstructions involving entities under common control, in accordance with FRS 102 Section 19.30. Under this method, the financial statements of the combining entities are consolidated from the beginning of the financial year in which the combination occurred, and comparative figures are restated accordingly.
All intra-group transactions, balances, and unrealised gains and losses are eliminated on consolidation.
Where merger accounting is not applicable, subsidiaries are consolidated from the date control commences until the date control ceases, using the acquisition method.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
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.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
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 taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
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 carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis.
The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
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.
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether there are indicators of impairment of the company's tangible assets. Factors taken into consideration in taking such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future financial performance of that unit.
Inventories are valued at the lower cost and net realisable value. Net realisable value includes, where necessary, provisions for slow moving and obsolete stocks. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, the promotional, competitive and economic environment and inventory loss trends.
The company recognises a provision in respect of expected warranty claims arising on products sold. The provision is estimated using historical claims experience, current product return trends and management's assessment of known quality issues affecting products in the field. The estimation of the provision involves judgement regarding the level of future warranty claims and the extent to which current quality issues may result in future obligations. Actual claims experience may differ from the estimates used and the provision is reviewed at each reporting date and updated as necessary.
All audit fees relating to the company are borne by its subsidiary, Electronic Temperature Instruments Limited.
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 in the group for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2024 - 5).
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:
In the comparative year, an additional £700k of dividends were paid to external shareholders of the parent company by Electronic Temperature Instruments Limited (ETI) prior to the acquisition of ETI by the parent company. These dividends were included in the group's results for the year due to the merger basis of accounting being used for the acquisition. Of the £700k, £630k related to Ordinary A shares and £70k related to Ordinary B shares.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Any net reversal of the deferred tax liability is not expected to be significant in the current year.
It cannot be predicted with any accuracy as to when the timing differences existing at the year-end will expire, except that it will be in the foreseeable future. The prediction is that new timing differences will arise in the foreseeable future, due to continuing investment in plant and equipment, replacing the reversing timing differences, thereby leading to a relatively constant overall deferred tax balance.
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.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
The capital commitment relates to the acquisition of an industrial unit, in addition to the freehold additions included in the accounts.
On 1 August 2024 CLJ Holdings Limited (reg no: 15266260) acquired the share capital of Electronic Temperature Instruments Limited in a share for share exchange.
Dividends totalling £1,200,000 (2024 - £500,000) were paid in the year in respect of shares held by CLJ Holdings Limited.
Dividends totalling £700,000 were paid in 2024 by Electronic Temperature Instruments Limited in respect of shares held by the company's directors, up to the date of the share for share exchange.
The ultimate controlling parties are P J Webb, MBE, and M H Webb.
During the year, it was identified that certain notice bank accounts were incorrectly classified as cash at bank and in hand in the comparative financial statements. As the accounts are not readily convertible to known amounts of cash within a short period, and therefore do not meet the definition of a cash equivalent under FRS 102, the comparative figures have been restated to reclassify this balance from cash at bank and in hand to short-term investments. The amount of the restatement was £431,740.
The restatement relates solely to the presentation of assets within the balance sheet and has no impact on net assets, shareholders' funds, or profit or loss for either the current or prior year.