REGISTERED NUMBER: 02697446 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 June 2025

for

CPA ENGINEERED SOLUTIONS LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

18

DIRECTORS:

A T Collin

Ms F Orr

Mrs E A C Collin

R R Meek

REGISTERED OFFICE:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

REGISTERED NUMBER:

02697446 (England and Wales)

SENIOR STATUTORY AUDITOR:

Robert Andrew Pollock CA

AUDITORS:

Sharles Audit Limited

Statutory Auditors

29 Brandon Street

Hamilton

ML3 6DA

The directors present their strategic report of the company and the group for the year ended 30 June 2025.

Principal activity

The principal activity of the group during the year has been that of specialist manufacturing engineers providing engineered solutions across a wide range of products across a varied spectrum of market sectors. Solutions include industrial compressed air generation and treatment, process cooling, product drying, heating, ventilation and air conditioning, air barrier technology, bespoke fabrication and commercial/industrial building air control and ventilation systems. Markets served include manufacturing, engineering, food and drink production, pharmaceutical, commercial, retail, leisure, biosciences, aviation, automotive and electronics.

REVIEW OF BUSINESS

During the year the group continued to consolidate operations with the subsidiary Confab Engineering Limited and the Board is especially pleased with the level of business synergy being achieved as the teams continue to develop and work together.

In September 2023, the group acquired an industrial premises and yard at 1a Wilkie Road, Bothwell Park Industrial Estate, Uddingston with the intention that Confab Engineering Limited will relocate to this from its existing leasehold premises.

The Company's marketplace relating to industrial compressed air equipment is undergoing a generational change where many independent business founders are reaching retirement age and are selling their operations to large corporations seeking to purchase market share against each other. Against this highly funded, corporate and competitive background, the leadership team remains fiercely proud of the company's 33-year heritage of independent, family centric, ownership and management. Never tied to one manufacturer the business excels in fully investigating client needs and offering a considered and tailored solution to their production challenges. Our solutions are based on proven performance and value, never solely on badge or price.

However, like everyone, there is no immunity to the passage of time. Recognising this, and the seniority of the leadership team, succession and continuity planning has been a key task for the last five years with an active management development programme bringing new members on to the management team. All of these competent, qualified and experience people have a long history with the business, some joining as school leavers but all working their way through successive roles. At the other end of the journey, we have an active youth development programme.

The year also saw the formal recognition of the sub-divisions of the business that have evolved. These are: Compressed Air, Controlled Air, Refrigeration, Project Management and Technical Services. The company will continue to develop these sub-brands, instilling the same high standards that have been such a strong part of the success of the business to date.

The Board continues to seek opportunities in other geographical markets and industry sectors.

The Company continues to operate by its five core values of Trust, Integrity, Honesty, Respect and Commitment.

Financial Key Performance Indicators

The key performance indicators during the year were:

2025

2024

Movement

(£

)

(£

)

(£

)

Turnover

10,415,887

10,199,094

216,793

Profit before taxation

520,281

510,808

9,473

Net assets

4,221,956

3,912,122

309,834

Average no. of employees

80

78

2

To ensure continuity of business and avoid the dangers of stagnation, the Board seeks to grow turnover in all product ranges and across all market and geographical sectors but with a sharp focus on protecting and developing profit margins where possible and a diligent approach to cost control.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk facing the group is the cyclical nature of the industry and economy as a whole. To manage this, the Board aims to ensure that the business continues to address a wide range of market sectors with a varied portfolio of product and service offerings and does this through direct and indirect sales channels in both domestic and export markets. In this way the Board is confident that specific market adverse conditions are diluted across the wider business, thereby reducing their impact.

The Management team is commercially aware and actively review the competitive environment of the business, the robustness of the supply chains and the availability of key materials and components.

Employment

The fluidity of the employment market continues to present challenges in attracting and retaining talent however, the Board is satisfied that industry leading remuneration packages together with secure employment and attractive career opportunities will help mitigate this. The Board is also heavily committed to a longstanding and successful youth development programme which continues to nurture talent from within.

Health, Safety and Wellbeing

The Group continues to follow many of the health and well-being policies that were put in place during the Covid 19 pandemic including hybrid working although it recognises the real benefits of a team based working environment for percolating the business values throughout the organisation. The Board fully resources and supports the in-house Health and Safety team in their work to ensure that our policies and processes go above and beyond simple compliance ensuring that colleagues' wellbeing is paramount.

Information Technology and Digital Estate

The Board recognises the risks to the business associated with IT failure or attack and, through a comprehensive support framework, ensures that our equipment is under continual monitoring and review and that our back-up and disaster recovery plans are current and effective. Our robust investment programme ensures that IT and Digital assets are up-to-date with a regular renewal programme.

Credit risk

Trade Debtors are a significant financial asset for the Company. Strict oversight by the Company's senior management and strict credit control policies are designed to mitigate the risk of bad debt exposure.

Interest rate risk

The Group's interest rate risk arises from amounts owed to the Royal Bank of Scotland where borrowings issued at a variable rate exposes the company to cashflow interest rate risk. The Board is confident that as these borrowings continue to be repaid in line with the loan agreement and is on-track for settlement in September 2025, they do not present a significant risk.

ON BEHALF OF THE BOARD:

R R Meek - Director

31 July 2026

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the group during the year has been that of specialist manufacturing engineers providing engineered solutions across a wide range of products across a varied spectrum of market sectors. Solutions include industrial compressed air generation and treatment, process cooling, product drying, heating, ventilation and air conditioning, air barrier technology, bespoke fabrication and commercial/industrial building air control and ventilation systems. Markets served include manufacturing, engineering, food and drink production, pharmaceutical, commercial, retail, leisure, biosciences, aviation, automotive and electronics.

DIVIDENDS

Interim dividends per share were paid as follows:

Ordinary A £1 shares

£1.17

- 31 March 2025

Ordinary B £1 shares

£184.42

- 31 March 2025

Ordinary C £1 shares

£20.00

- 31 March 2025

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 30 June 2025 will be £ 99,471 .

DIRECTORS

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

A T Collin

Ms F Orr

Mrs E A C Collin

R R Meek

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Sharles Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R R Meek - Director

31 July 2026

Opinion

We have audited the financial statements of CPA Engineered Solutions Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 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 30 June 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 Qualified 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.

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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The aims of our audit are to identify and assess the risks of material misstatement of the financial statements as a result of fraud or error, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement as a result of fraud or error and to respond appropriately to those risks. As a result of the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures include the following:

-

We obtained an understanding of the legal and regulatory frameworks applicable to the company and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006 and UK corporate tax laws.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries of management. We undertook a review of legal fees for any evidence of non-compliance.

-

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the audit team included:

-

identifying and documenting the controls management has in place to prevent and detect fraud and error;

-

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

-

challenging assumptions and judgements made by management in its significant accounting estimates;

-

identifying and testing journal entries, in particular any journal entries posted for large or unusual amounts;

-

assessing the extent of compliance with relevant laws and regulations; and

-

sample testing of transactions and balances.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Andrew Pollock CA (Senior Statutory Auditor)

for and on behalf of Sharles Audit Limited

Statutory Auditors

29 Brandon Street

Hamilton

ML3 6DA

31 July 2026

TURNOVER

10,415,887

10,199,094

Cost of sales

6,857,320

6,707,681

GROSS PROFIT

3,558,567

3,491,413

Administrative expenses

3,093,156

2,919,286

465,411

572,127

Other operating income

158,695

51,832

OPERATING PROFIT

4

624,106

623,959

Interest payable and similar expenses

5

103,825

113,153

PROFIT BEFORE TAXATION

520,281

510,806

Tax on profit

6

110,976

163,945

PROFIT FOR THE FINANCIAL YEAR

409,305

346,861

Profit attributable to:

Owners of the parent

409,305

346,861

PROFIT FOR THE YEAR

409,305

346,861

OTHER COMPREHENSIVE INCOME

Non-cash assets foreign currency change

-

(15,016

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(15,016

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

409,305

331,845

Total comprehensive income attributable to:

Owners of the parent

409,305

331,845

FIXED ASSETS

Intangible assets

9

166,321

190,423

Tangible assets

10

3,432,695

2,971,211

Investments

11

-

-

Investment property

12

246,951

246,951

3,845,967

3,408,585

CURRENT ASSETS

Stocks

13

2,107,621

1,839,974

Debtors

14

2,123,159

1,776,009

Cash at bank and in hand

1,254,242

757,491

5,485,022

4,373,474

CREDITORS

Amounts falling due within one year

15

3,996,906

3,185,344

NET CURRENT ASSETS

1,488,116

1,188,130

TOTAL ASSETS LESS CURRENT LIABILITIES

5,334,083

4,596,715

CREDITORS

Amounts falling due after more than one year

16

(860,309

)

(445,803

)

PROVISIONS FOR LIABILITIES

20

(251,820

)

(238,792

)

NET ASSETS

4,221,954

3,912,120

CAPITAL AND RESERVES

Called up share capital

21

50,498

50,498

Foreign currency reserve

22

(45,885

)

(45,885

)

Retained earnings

22

4,217,341

3,907,507

SHAREHOLDERS' FUNDS

4,221,954

3,912,120

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

A T Collin - Director

R R Meek - Director

Ms F Orr - Director

FIXED ASSETS

Intangible assets

9

28,723

31,519

Tangible assets

10

1,929,080

1,423,932

Investments

11

366,913

366,913

Investment property

12

246,951

246,951

2,571,667

2,069,315

CURRENT ASSETS

Stocks

13

2,042,347

1,769,478

Debtors

14

3,411,313

3,187,330

Cash at bank and in hand

1,169,579

465,105

6,623,239

5,421,913

CREDITORS

Amounts falling due within one year

15

3,806,055

2,942,562

NET CURRENT ASSETS

2,817,184

2,479,351

TOTAL ASSETS LESS CURRENT LIABILITIES

5,388,851

4,548,666

CREDITORS

Amounts falling due after more than one year

16

(827,521

)

(368,548

)

PROVISIONS FOR LIABILITIES

20

(188,819

)

(176,408

)

NET ASSETS

4,372,511

4,003,710

CAPITAL AND RESERVES

Called up share capital

21

50,498

50,498

Retained earnings

22

4,322,013

3,953,212

SHAREHOLDERS' FUNDS

4,372,511

4,003,710

Company's profit for the financial year

468,272

347,713

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

A T Collin - Director

R R Meek - Director

Ms F Orr - Director

Called up

Foreign

share

Retained

currency

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 July 2023

50,498

3,688,646

(30,869

)

3,708,275

Changes in equity

Dividends

-

(128,000

)

-

(128,000

)

Total comprehensive income

-

346,861

(15,016

)

331,845

Balance at 30 June 2024

50,498

3,907,507

(45,885

)

3,912,120

Changes in equity

Dividends

-

(99,471

)

-

(99,471

)

Total comprehensive income

-

409,305

-

409,305

Balance at 30 June 2025

50,498

4,217,341

(45,885

)

4,221,954

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 July 2023

50,498

3,733,499

3,783,997

Changes in equity

Dividends

-

(128,000

)

(128,000

)

Total comprehensive income

-

347,713

347,713

Balance at 30 June 2024

50,498

3,953,212

4,003,710

Changes in equity

Dividends

-

(99,471

)

(99,471

)

Total comprehensive income

-

468,272

468,272

Balance at 30 June 2025

50,498

4,322,013

4,372,511

Cash flows from operating activities

Cash generated from operations

1

936,189

579,324

Interest paid

(63,328

)

(81,385

)

Interest element of hire purchase payments paid

(40,497

)

(31,768

)

Tax paid

(157,982

)

(106,003

)

Net cash from operating activities

674,382

360,168

Cash flows from investing activities

Purchase of intangible fixed assets

(2,309

)

(675

)

Purchase of tangible fixed assets

(597,443

)

(613,283

)

Sale of tangible fixed assets

13,509

65,012

Net cash from investing activities

(586,243

)

(548,946

)

Cash flows from financing activities

New loans in year

637,500

-

Loan repayments in year

(491,989

)

(384,748

)

Capital movements in year

(218,335

)

(274,673

)

Amount introduced by directors

580,907

314,482

Equity dividends paid

(99,471

)

(128,000

)

Net cash from financing activities

408,612

(472,939

)

Increase/(decrease) in cash and cash equivalents

496,751

(661,717

)

Cash and cash equivalents at beginning of year

2

757,491

1,434,224

Effect of foreign exchange rate changes

-

(15,016

)

Cash and cash equivalents at end of year

2

1,254,242

757,491

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

2025

2024

£

£

Profit before taxation

520,281

510,806

Depreciation charges

355,845

386,811

Profit on disposal of fixed assets

(1,471

)

(39,339

)

Finance costs

103,825

113,153

978,480

971,431

Increase in stocks

(267,647

)

(4,470

)

(Increase)/decrease in trade and other debtors

(403,683

)

145,610

Increase/(decrease) in trade and other creditors

629,039

(533,247

)

Cash generated from operations

936,189

579,324

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 30 June 2025

30.6.25

1.7.24

£

£

Cash and cash equivalents

1,254,242

757,491

Year ended 30 June 2024

30.6.24

1.7.23

£

£

Cash and cash equivalents

757,491

1,434,224

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.7.24

Cash flow

changes

At 30.6.25

£

£

£

£

Net cash

Cash at bank

and in hand

757,491

496,751

1,254,242

757,491

496,751

1,254,242

Debt

Finance leases

(460,728

)

218,335

-

(447,906

)

Debts falling due

within 1 year

(491,339

)

300,592

-

(190,747

)

Debts falling due

after 1 year

(164,335

)

(446,103

)

-

(610,438

)

(1,116,402

)

72,824

-

(1,249,091

)

Total

(358,911

)

569,575

-

5,151