Company registration number 04692858 (England and Wales)
HALTON WALES (MEI) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
HALTON WALES (MEI) LIMITED
COMPANY INFORMATION
Directors
Byron Clarke
Mikko Mattila
Secretary
Ms L Newman
Company number
04692858
Registered office
Unit 1
Parc Business Rhyd Y Blew
Bryn Serth Road
Ebbw Vale
NP23 5WT
Auditor
Azets Audit Services
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
HALTON WALES (MEI) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
HALTON WALES (MEI) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The Directors present the Strategic Report and Financial Statements of Halton Wales (MEI) Ltd for the year ended 31 December 2025.

Review of the business

Halton Wales (MEI) Limited’s principal activity is the manufacture of dampers for HVAC systems, serving customers within the heavy industry and nuclear sectors. The Company operates as part of the Halton Group and is ultimately owned by Halton Ventures Oy.

The Company's Purpose and Aims

Halton Wales (MEI) Ltd is committed to operating in line with the principles and values of the wider Halton Group, with a focus on creating long-term value while delivering a positive impact on society. The Company’s core objectives remain:

- Wellbeing

- Health & Safety

- Sustainability

- Built Environments

Halton Mission Statement

We enable sustainable wellbeing in demanding indoor environments.

2025 Overview

During 2025, the Company continued to build on the strong performance achieved in recent years. Manufacturing activity relating to a significant nuclear contract progressed throughout the year, supporting continued revenue growth and reinforcing the Company’s reputation within safety-critical environments.

Future Strategy

To support ongoing growth, the Company progressed with its relocation to a new 53,000 ft² facility, providing increased capacity and improved operational efficiency.

HALTON WALES (MEI) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties

The nature of the business environment in which the company operates is inherently risky. Whilst it is not possible to eliminate all such risks and uncertainties, the company has an established risk management and internal control system in place to manage them.

The directors and management meet regularly to identify the risks that are considered most likely to have an impact on the business and its strategic priorities. If emerging risks are identified, these are incorporated immediately into the risk management process.

The following sets out the principal risks faced by the company and how they are mitigated:

Competition

- To achieve the company's strategy the group must maintain its competitive advantage. If the company does not succeed in keeping its offering and capabilities at the leading edge of the sector then its strategy to grow its market share in its core markets will not be achieved.

- The company invests significant amounts of its time and resource in focusing on future opportunities and the evolving nature of the labour market, understanding trends and making sure that the business offering remains customer need focussed.

People

- The company depends on a flexible, diverse and well-motivated workforce. If the company does not succeed in attracting, developing and retaining skilled people, as well as understanding and embracing the diversity of those people, it will not be able to grow the business as anticipated.

- The company monitors staff turnover closely. Pay and conditions are reviewed regularly against the prevailing market to ensure that the business remains competitive. Succession planning and staff development are managed at all levels in the company, underpinned by a performance review process which is designed to assist in the career development of its staff and also to identify potential successors to key roles.

Reputation

- The company’s ability to win new business and its relationship with customers, supply chain partners, employees and other stakeholders depends in large part on the good reputation that it has established and how it is perceived by others. The company's growth targets may not be achieved if its reputation is adversely affected.

- The steps taken to maintain, protect and enhance the company's reputation include effective leadership, community engagement and striving to operate a safe and sustainable business.

Credit risk

- The group has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount at exposure to any individual counterparty is continually monitored in line with the group's credit control procedures. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.

Liquidity risk

- The group actively monitors and maintain finance levels to ensure that the group has sufficient funds for operations and planned expansions.

On behalf of the board

Byron Clarke
Director
4 August 2026
HALTON WALES (MEI) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2025.

Principal activities

The principal activity of the company continued to be that of design and manufacture of metal structures and parts for use in HVAC systems for offshore oil and gas, nuclear facilities and tunnel markets.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Byron Clarke
Mikko Mattila
Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Byron Clarke
Director
4 August 2026
HALTON WALES (MEI) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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; and

- 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

HALTON WALES (MEI) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HALTON WALES (MEI) LIMITED
- 5 -
Opinion

We have audited the financial statements of Halton Wales (MEI) Limited (the 'company') for the year ended 31 December 2025 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the strategic report and the directors' r eport 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.

HALTON WALES (MEI) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HALTON WALES (MEI) LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors responsibilities. This description forms part of our auditor's report.

HALTON WALES (MEI) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HALTON WALES (MEI) LIMITED (CONTINUED)
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joelene Swart (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
CF23 8AB
4 August 2026
HALTON WALES (MEI) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
16,635,637
10,939,900
Cost of sales
(8,413,226)
(6,164,348)
Gross profit
8,222,411
4,775,552
Administrative expenses
(4,742,363)
(3,226,730)
Other operating income
97,231
-
0
Operating profit
5
3,577,279
1,548,822
Interest payable and similar expenses
9
(161,818)
(132,404)
Profit before taxation
3,415,461
1,416,418
Tax on profit
10
(871,108)
(369,529)
Profit for the financial year
2,544,353
1,046,889

The profit and loss account has been prepared on the basis that all operations are continuing operations.

HALTON WALES (MEI) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
£
£
Profit for the year
2,544,353
1,046,889
Other comprehensive income
-
-
Total comprehensive income for the year
2,544,353
1,046,889
HALTON WALES (MEI) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
411,833
174,021
Tangible assets
12
1,639,288
861,851
2,051,121
1,035,872
Current assets
Stocks
13
2,414,263
1,276,847
Debtors
14
6,927,819
7,517,970
Cash at bank and in hand
1,540,717
476,975
10,882,799
9,271,792
Creditors: amounts falling due within one year
15
(7,352,033)
(7,456,303)
Net current assets
3,530,766
1,815,489
Total assets less current liabilities
5,581,887
2,851,361
Creditors: amounts falling due after more than one year
16
(60,434)
(125,645)
Provisions for liabilities
Deferred tax liability
18
308,737
57,353
(308,737)
(57,353)
Net assets
5,212,716
2,668,363
Capital and reserves
Called up share capital
20
44,445
44,445
Share premium account
575,555
575,555
Profit and loss reserves
4,592,716
2,048,363
Total equity
5,212,716
2,668,363
The financial statements were approved by the board of directors and authorised for issue on 4 August 2026 and are signed on its behalf by:
Byron Clarke
Director
Company registration number 04692858 (England and Wales)
HALTON WALES (MEI) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
44,445
575,555
1,001,474
1,621,474
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
1,046,889
1,046,889
Balance at 31 December 2024
44,445
575,555
2,048,363
2,668,363
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
2,544,353
2,544,353
Balance at 31 December 2025
44,445
575,555
4,592,716
5,212,716
HALTON WALES (MEI) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,941,354
442,863
Interest paid
(161,818)
(132,404)
Income taxes paid
(388,312)
-
0
Net cash inflow from operating activities
2,391,224
310,459
Investing activities
Purchase of intangible assets
(334,786)
-
0
Purchase of tangible fixed assets
(926,335)
(85,259)
Net cash used in investing activities
(1,261,121)
(85,259)
Financing activities
Repayment of bank loans
(66,361)
(66,360)
Net cash used in financing activities
(66,361)
(66,360)
Net increase in cash and cash equivalents
1,063,742
158,840
Cash and cash equivalents at beginning of year
476,975
318,135
Cash and cash equivalents at end of year
1,540,717
476,975
HALTON WALES (MEI) LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Work in progress

A number of the contracts included within the financial statements have completion dates that differ from the year end. The measurement of revenue and costs is affected by a variety of uncertainties that depend upon future events. Under the contracts, the estimates of contract revenue and costs often need to be revised as events occur and uncertainties are resolved.

Therefore, contract revenue and costs are allocated to the accounting periods in which the work is performed. In cases where the outcome of a contract can be estimated reliably, the contract revenue and costs are recognised by reference to the stage of completion at the end of the reporting period. Estimation of the contract outcome is based upon the stage of completion, future cost and the collectability of contract billings.

In cases where the outcome of a contract cannot be estimated reliably, contract costs are recognised in the profit and loss account as an expense in the period in which they are incurred, and revenue is recognised only to the extent of contract costs incurred when it is considered probable that these will be recovered.

Recoverability of debtors

The company assesses the recoverability of debtors on a regular basis. When assessing impairment of trade debtors, management considers factors including the current credit rating of the debtor, and the ageing profile and historic experience. Where a balance is deemed to be irrecoverable, a provision is made.

2
Accounting policies
Company information

Halton Wales (MEI) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Parc Business Rhyd Y Blew, Bryn Serth Road, Ebbw Vale, NP23 5WT.

2.1
Accounting convention

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 a mounts 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.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 14 -
2.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

2.3
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

2.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is calculated to write off the cost in two to five equal annual instalments over their estimated useful lives.

2.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings - freehold
2% straight line
Plant and machinery
15% straight line and 33% straight line
Fixtures, fittings & equipment
15% straight line and 25% straight line
Computer equipment
33% straight line

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.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 15 -
2.7
Impairment of fixed assets

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

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

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

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

2.8
Stocks

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

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

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

2.9
Cash at bank and in hand

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

2.10
Financial instruments

The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 16 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts 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. A m ounts 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.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 17 -
Other financial liabilities

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 s ubsequently 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 th r ough 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.11
Equity instruments

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

2.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

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

Deferred tax

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

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

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Accounting policies
(Continued)
- 18 -
2.13
Employee benefits

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

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

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

2.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Sale of goods
15,074,636
10,939,900
Sale of intellectual property
1,561,001
-
16,635,637
10,939,900
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
12,630,865
9,069,548
Europe
3,615,495
1,258,447
Rest of World
389,277
611,905
16,635,637
10,939,900
4
Exceptional item
2025
2024
£
£
Income
Exceptional item - Sales
1,561,000
-
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
5
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange losses
52,792
21,090
Depreciation of owned tangible fixed assets
148,898
68,524
Amortisation of intangible assets
96,974
108,453
6
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
32,500
24,000
7
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Office
33
30
Manufacturing
43
41
Total
76
71

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,303,929
2,940,003
Social security costs
466,213
319,910
Pension costs
246,505
224,963
4,016,647
3,484,876
8
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
216,139
147,991
Company pension contributions to defined contribution schemes
7,778
7,051
223,917
155,042
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Directors' remuneration
(Continued)
- 20 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
158,609

As the threshold was not met in the prior year, no comparative figure is presented. Schedule 5 to the Large and Medium‑sized Companies and Groups (Accounts and Reports) Regulations 2008 do not require disclosure of the highest‑paid director’s emoluments for earlier periods in which the aggregate remuneration of directors was below £200,000.

9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
22,251
24,233
Interest payable to group undertakings
124,826
108,171
Other interest
14,741
-
0
161,818
132,404
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
606,743
376,530
Adjustments in respect of prior periods
12,982
(18,193)
Total current tax
619,725
358,337
Deferred tax
Origination and reversal of timing differences
245,815
11,192
Adjustment in respect of prior periods
5,568
-
0
Total deferred tax
251,383
11,192
Total tax charge
871,108
369,529
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 21 -

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:

2025
2024
£
£
Profit before taxation
3,415,461
1,416,418
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
853,865
354,105
Tax effect of expenses that are not deductible in determining taxable profit
14,319
33,618
Tax effect of income not taxable in determining taxable profit
(24,309)
-
0
Adjustments in respect of prior years
12,982
(18,194)
Depreciation on assets not qualifying for tax allowances
8,683
-
0
Deferred tax adjustments in respect of prior years
5,568
-
0
Taxation charge for the year
871,108
369,529
11
Intangible fixed assets
Licences
£
Cost
At 1 January 2025
499,796
Additions
334,786
At 31 December 2025
834,582
Amortisation and impairment
At 1 January 2025
325,775
Amortisation charged for the year
96,974
At 31 December 2025
422,749
Carrying amount
At 31 December 2025
411,833
At 31 December 2024
174,021
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Tangible fixed assets
Land and buildings - freehold
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2025
805,579
1,018,698
181,122
94,003
2,099,402
Additions
-
0
477,306
437,940
11,089
926,335
At 31 December 2025
805,579
1,496,004
619,062
105,092
3,025,737
Depreciation and impairment
At 1 January 2025
176,537
913,207
87,775
60,032
1,237,551
Depreciation charged in the year
15,808
67,626
56,163
9,301
148,898
At 31 December 2025
192,345
980,833
143,938
69,333
1,386,449
Carrying amount
At 31 December 2025
613,234
515,171
475,124
35,759
1,639,288
At 31 December 2024
629,042
105,491
93,347
33,971
861,851
13
Stocks
2025
2024
£
£
Raw materials and consumables
1,901,372
1,215,330
Work in progress
96,263
61,517
Finished goods and goods for resale
416,628
-
0
2,414,263
1,276,847
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
5,990,128
6,363,789
Amounts owed by group undertakings
143,225
89,876
Other debtors
228,350
51,362
Prepayments and accrued income
566,116
1,012,943
6,927,819
7,517,970
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
17
62,956
64,106
Trade creditors
526,182
325,924
Amounts owed to group undertakings
4,080,550
3,152,981
Corporation tax
589,749
358,337
Other taxation and social security
511,688
541,036
Accruals and deferred income
1,580,908
3,013,919
7,352,033
7,456,303

The amounts owed to group undertakings included in creditors relates to the closing balance on the group cash pool as at the year end. The company entered the group cash pool and has drawn down on their available balance.

The bank loan is secured by a fixed and floating charge against the property.

16
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
17
60,434
125,645
17
Loans and overdrafts
2025
2024
£
£
Bank loans
123,390
189,751
Payable within one year
62,956
64,106
Payable after one year
60,434
125,645

The long-term loans are secured by a fixed and floating charge against the property.

The loans repayable balance relates to three loans. Two of the loans are related and are repayable over 114 months and commenced in November 2017. The current balance of the two loans is £119,207 (2024: £175,571). Interest is charged at 3.94% and 2.55% above the Bank of England base rate respectively.

The remaining loan is repayable over 72 months and commenced in May 2020. The current balance of the loan is £4,183 (2024: £14,180). Interest is charged at 2.5% above the Bank of England base rate.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
313,337
60,746
Other short term timing differences
(4,600)
(3,393)
308,737
57,353
2025
Movements in the year:
£
Liability at 1 January 2025
57,353
Charge to profit or loss
251,384
Liability at 31 December 2025
308,737

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
246,505
224,963

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
44,445
44,445
44,445
44,445
HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
21
Operating lease commitments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
391,124
110,068
Years 2-5
1,071,475
1,379,238
After 5 years
-
0
1,680,433
1,462,599
3,169,739
22
Capital commitments

Amounts contracted for but not provided in the financial statements:

2025
2024
£
£
Acquisition of tangible fixed assets
-
34,900
23
Events after the reporting date

Subsequent to the year end, the Company completed the sale of its property at Gemini Works, Pontypool, for consideration of £900,000. As the transaction occurred after 31 December 2025, no adjustment has been made to the amounts recognised in these financial statements.

Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
606,589
481,551
Transactions with related parties

During the year the Company entered into transactions in the ordinary course of business with other related parties. The Company has taken advantage of the exemption under FRS 102.33.1A which states "Disclosures need not be given of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member."

25
Ultimate Controlling party

Halton Ventures OY, a company incorporated in Finland, is the company's ultimate parent. The company heads the smallest and largest group into which this company's accounts are consolidated. Copies of the group accounts are publicly available.

The ultimate controlling party is M Halttunen.

HALTON WALES (MEI) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
26
Cash generated from operations
2025
2024
£
£
Profit after taxation
2,544,353
1,046,889
Adjustments for:
Taxation charged
871,108
369,529
Finance costs
161,818
132,404
Amortisation and impairment of intangible assets
96,974
108,453
Depreciation and impairment of tangible fixed assets
148,898
68,524
Movements in working capital:
Increase in stocks
(1,137,416)
(638,496)
Decrease/(increase) in debtors
590,151
(3,716,533)
(Decrease)/increase in creditors
(334,532)
3,072,093
Cash generated from operations
2,941,354
442,863
27
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
476,975
1,063,742
1,540,717
Borrowings excluding overdrafts
(189,751)
66,361
(123,390)
287,224
1,130,103
1,417,327
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