Company registration number SC493916 (Scotland)
JWF (GROUP) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
JWF (GROUP) LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 15
JWF (GROUP) LIMITED
COMPANY INFORMATION
- 1 -
Directors
R J Allan
I A Buchan
K M Fairbairn
D J Gemmell
J M Pirrie
J S Pirrie
B A Aitken
Secretary
D J Gemmell
Company number
SC493916
Registered office
85 Seaward Street
Glasgow
United Kingdom
G41 1HJ
Auditor
Dains Audit (Scotland) Limited
169 West George Street
Glasgow
United Kingdom
G2 2LB
JWF (GROUP) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

The results for the year and the financial position of the Company are shown in the annexed financial statements.

The total distribution of dividends for the year ended 31 December 2025 was £350,000 (2024: £1,900,000). The total income received in the year from shares in group undertakings was £350,000 (2024: £1,900,000). There were no other transactions and the Company effectively remained dormant in the year under review.

On behalf of the board

D J Gemmell
Director
10 August 2026
JWF (GROUP) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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

Principal activities

The principal activity of the company continued to be that of a holding company.

Results and dividends

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

Ordinary dividends were paid amounting to £350,000 (2024: £1,900,000).

Directors

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

R J Allan
I A Buchan
K M Fairbairn
D J Gemmell
J M Pirrie
J S Pirrie
B A Aitken
Auditor

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

Statement of directors' responsibilities

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;

- 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.

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.

JWF (GROUP) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
D J Gemmell
Director
10 August 2026
JWF (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JWF (GROUP) LIMITED
- 5 -
Opinion

We have audited the financial statements of JWF (Group) Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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.

JWF (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JWF (GROUP) LIMITED
- 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

- We identified the laws and regulations applicable to the company through discussions with directors and management and from our knowledge of the regulatory environment relevant to the company.

- We assessed the extent of compliance with laws and regulations through making enquiries of management and inspecting legal correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud.

- To address the risk of fraud through management bias and override of controls, we tested journal entries to identify unusual transactions, we assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias and we investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

JWF (GROUP) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF JWF (GROUP) LIMITED
- 7 -

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 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.

Brian Thomson BA(Hons) CA
Senior Statutory Auditor
For and on behalf of Dains Audit (Scotland) Limited
Statutory Auditor
169 West George Street
Glasgow
United Kingdom
G2 2LB
10 August 2026
JWF (GROUP) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Administrative expenses
(2,246)
(2,659)
Interest receivable and similar income
4
350,000
1,900,000
Profit before taxation
347,754
1,897,341
Tax on profit
5
-
0
-
0
Profit for the financial year
347,754
1,897,341

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

The notes on pages 11 to 15 form part of these financial statements.

JWF (GROUP) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
7
1,452
1,452
Current assets
Debtors
9
23,730
23,730
Cash at bank and in hand
4,518
4,620
28,248
28,350
Creditors: amounts falling due within one year
10
(14,189)
(12,045)
Net current assets
14,059
16,305
Net assets
15,511
17,757
Capital and reserves
Called up share capital
11
1,379
1,379
Capital redemption reserve
72
72
Profit and loss reserves
14,060
16,306
Total equity
15,511
17,757

The notes on pages 11 to 15 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 10 August 2026 and are signed on its behalf by:
D J Gemmell
Director
Company Registration No. SC493916
JWF (GROUP) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
1,379
72
18,965
20,416
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
1,897,341
1,897,341
Dividends
6
-
-
(1,900,000)
(1,900,000)
Balance at 31 December 2024
1,379
72
16,306
17,757
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
347,754
347,754
Dividends
6
-
-
(350,000)
(350,000)
Balance at 31 December 2025
1,379
72
14,060
15,511

The notes on pages 11 to 15 form part of these financial statements.

JWF (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

JWF (Group) Limited is a private company limited by shares incorporated in Scotland. The registered office is 85 Seaward Street, Glasgow, United Kingdom, G41 1HJ. The company's registration number is SC493916.

1.1
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.

This 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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- 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;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of JWF Group Holdings Limited. These consolidated financial statements are available from its registered office, 85 Seaward Street, Glasgow, Scotland, G41 1HJ.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
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.

1.3
Fixed asset investments

Interests in subsidiary undertakings are measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

JWF (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
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.

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.

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.

1.5
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.

2
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
1,640
1,560
JWF (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
3
Employees

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

2025
2024
Total
0
0
4
Interest receivable and similar income
2025
2024
£
£
Income from fixed asset investments
Income from shares in group undertakings
350,000
1,900,000
5
Taxation

No liability to UK corporation tax arose for the year ended 31st December 2023 nor for the year ended 31st December 2022.

2025
2024
£
£
Profit before taxation
347,754
1,897,341
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
86,939
474,335
Tax effect of expenses that are not deductible in determining taxable profit
12
665
Tax effect of income not taxable in determining taxable profit
(87,500)
(475,000)
Group relief
549
-
0
Taxation charge for the year
-
-
6
Dividends
2025
2024
£
£
Final paid
350,000
1,900,000
7
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
8
1,452
1,452
JWF (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
JWF Instrumentation Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
100.00
JWF Measurement Solutions Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
100.00
JWF Process Solutions Limited
85 Seaward Street, Glasgow, G41 1HJ
Ordinary
100.00
9
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
23,730
23,730
10
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
12,069
9,585
Accruals and deferred income
2,120
2,460
14,189
12,045
11
Share capital
2025
2024
£
£
Ordinary share capital
Issued and fully paid
116,000 Ordinary Shares of 1p
1,160
1,160
7,250 Ordinary Shares - Class A of 1p
73
73
7,250 Ordinary Shares - Class B of 1p
73
73
7,250 Ordinary Shares - Class C of 1p
73
73
1,379
1,379

Each class of share rank pari passu. When declaring dividends, each class of shares is entitled to dividends to the exclusion of the other and differing amounts may be declared in respect of each class. 'Ordinary', 'A', 'B' and 'C' shares carry no right to vote on a resolution for the removal of a director.

12
Related party transactions
JWF (GROUP) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
12
Related party transactions
(Continued)
- 15 -

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

No further transactions with related parties were undertaken such as are required to be disclosed under Financial Reporting Standard 102 'The financial Reporting Standard applicable in the UK and Republic of Ireland'.

13
Parent company

The Company was under control of the shareholders of the holders of the ordinary share capital in the ultimate parent company, JWF Group Holdings Limited. No individual shareholder has a controlling interest.

The company is included by full consolidation in the consolidated financial statements of its ultimate controlling party, JWF Group Holdings Limited, registered in Scotland, at the same address as the company.

Copies of the consolidated financial statements are available from Companies House.

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