REGISTERED NUMBER: 12432518 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31st December 2025

for

CLIMATEC GROUP HOLDINGS

LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Profit and Loss Account

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

Mr J P Bates

Mr S P Muskett

REGISTERED OFFICE:

Monometer House

Rectory Grove

Leigh-on-Sea

Essex

SS9 2HL

REGISTERED NUMBER:

12432518 (England and Wales)

AUDITORS:

Barrons Limited

Chartered Accountants

& Statutory Auditors

Monometer House

Rectory Grove

Leigh on Sea

Essex

SS9 2HN

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

REVIEW OF BUSINESS

The Group continued to trade profitably throughout 2025 despite another challenging year for both the manufacturing and construction sectors. Economic uncertainty, continued cost inflation and cautious customer spending created a difficult trading environment, with many businesses delaying investment decisions and major projects.

Against this backdrop, the Group delivered a resilient performance through careful management, a loyal customer base and a continued focus on quality, service and operational efficiency. Whilst trading remained competitive and margins continued to experience pressure from increasing labour and operating costs, the business adapted well to changing market conditions.

The Group continued to invest in its manufacturing capability, production processes and operational improvements to enhance efficiency, improve product quality and strengthen its long-term competitiveness. These investments reflect the Directors' commitment to maintaining the high standards expected by customers whilst ensuring the business remains well positioned for future opportunities.

The Directors are encouraged by the resilience demonstrated throughout the year and remain confident in the strength of the Group's business model despite the ongoing challenges facing the wider economy.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group operates in sectors that remain sensitive to changes in the wider economic environment. Inflationary pressures, labour shortages, fluctuations in material costs and continued uncertainty within the construction industry remain significant factors that could affect future performance.

Recruitment and retention of skilled employees continues to present challenges, particularly within specialist manufacturing and installation roles. Maintaining a skilled and motivated workforce remains a key priority for the Group.

The business also remains exposed to changes in government legislation, taxation, employment regulation and environmental requirements, all of which may impact operating costs and future investment decisions.

The Directors continually monitor these risks and seek to minimise their impact through prudent financial management, strong supplier relationships, disciplined cost control and continued investment in people, systems and manufacturing capability.

KEY PERFORMANCE INDICATORS

The Board monitors a range of financial and operational measures throughout the year to assess business performance and ensure that the Group remains on track to achieve its strategic objectives.

Particular focus continues to be placed on sales performance, gross margins, operating costs, cash generation, working capital management, production efficiency and customer service levels.

Regular management reporting enables the Board to respond promptly to changing market conditions and take appropriate action where necessary to protect profitability and support long-term sustainable growth.

FUTURE OUTLOOK

Whilst there are signs that inflationary pressures are beginning to ease, the Directors believe that the economic outlook remains uncertain. Customer confidence continues to recover gradually, however competition across the industry remains intense and maintaining margins is expected to remain a challenge.

The Group will continue to focus on operational efficiency, investment in manufacturing capability and maintaining the high standards of quality and service that have been central to its long-term success. Opportunities to improve productivity, strengthen customer relationships and expand market share will continue to be pursued where they align with the Group's strategic objectives.

Although the Board expects trading conditions to remain challenging in the short term, the Group enters the new financial year with a strong operational platform, an experienced management team and an established customer base. These strengths provide confidence that the business is well placed to navigate the current economic environment and continue building sustainable long-term value for shareholders.

ON BEHALF OF THE BOARD:

Mr S P Muskett - Director

30th July 2026

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

The total distribution of dividends for the year ended 31st December 2025 will be £ 200,477 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

Mr J P Bates

Mr S P Muskett

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 judgments and accounting estimates that are reasonable and prudent

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

- 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 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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

Mr S P Muskett - Director

30th July 2026

Opinion

We have audited the financial statements of Climatec Group Holdings Limited (the 'company') for the year ended 31st December 2025 which comprise the Profit and Loss Account, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31st 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 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 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.

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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as considerations as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.

- Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include operating licence, environmental regulations, health and safety legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of; inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is unavoidable risk that material misstatements may not be detected, even tough the audit has been planned and performed in accordance with ISAs (UK).

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.

Russell Tillbrook FCCA (Senior Statutory Auditor)

for and on behalf of Barrons Limited

Chartered Accountants

& Statutory Auditors

Monometer House

Rectory Grove

Leigh on Sea

Essex

SS9 2HN

30th July 2026

TURNOVER

-

-

OPERATING PROFIT

-

-

Income from shares in group undertakings

200,477

157,549

PROFIT BEFORE TAXATION

200,477

157,549

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

200,477

157,549

PROFIT FOR THE YEAR

200,477

157,549

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

200,477

157,549

FIXED ASSETS

Investments

6

3,000,000

3,000,000

CREDITORS

Amounts falling due within one year

7

2,900,000

2,900,000

NET CURRENT LIABILITIES

(2,900,000

)

(2,900,000

)

TOTAL ASSETS LESS CURRENT LIABILITIES

100,000

100,000

CAPITAL AND RESERVES

Called up share capital

9

1,000

1,000

Share premium

10

99,000

99,000

SHAREHOLDERS' FUNDS

100,000

100,000

The financial statements were approved by the Board of Directors and authorised for issue on 30th July 2026 and were signed on its behalf by:

Mr S P Muskett - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st January 2024

1,000

-

99,000

100,000

Changes in equity

Dividends

-

(157,549

)

-

(157,549

)

Total comprehensive income

-

157,549

-

157,549

Balance at 31st December 2024

1,000

-

99,000

100,000

Changes in equity

Dividends

-

(200,477

)

-

(200,477

)

Total comprehensive income

-

200,477

-

200,477

Balance at 31st December 2025

1,000

-

99,000

100,000

1.	STATUTORY INFORMATION

Climatec Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using effective interest method, less any impairment.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st December 2025 nor for the year ended 31st December 2024.

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

2025

2024

Directors

2

2

2025

2024

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31st December 2025 nor for the year ended 31st December 2024.

5.

DIVIDENDS

2025

2024

£

£

ORDINARY A shares of 1p each

Interim

-

39,387

ORDINARY B shares of 1p each

Interim

200,477

118,162

200,477

157,549

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st January 2025

and 31st December 2025

3,000,000

NET BOOK VALUE

At 31st December 2025

3,000,000

At 31st December 2024

3,000,000

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

Alu-Tec (UK) Limited

Registered office: United Kingdom

Nature of business: Manufacture of Doors & Windows

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

2,659,415

2,524,737

Profit for the year

134,678

189,566

Climatec Windows Limited

Registered office: United Kingdom

Nature of business: Manufacture of Doors & Windows

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

3,853,879

3,426,744

Profit for the year

627,612

549,986

Climatec Home Improvements Limited

Registered office: United Kingdom

Nature of business: Supply and fitting of Doors & Windows

%

Class of shares:

holding

Ordinary

100.00

2025

2024

£

£

Aggregate capital and reserves

285,118

239,935

Profit for the year

45,183

42,378

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

2,900,000

2,900,000

8.	SECURED DEBTS

There is a cross guarantee in place between the company, its parent and all other group undertakings on all borrowings outstanding within the group at the balance sheet date.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

25,000

ORDINARY A

1p

250

250

75,000

ORDINARY B

1p

750

750

1,000

1,000

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as declared and are entitled to one vote per share at general meetings of the Company.

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1st January 2025

-

99,000

99,000

Profit for the year

200,477

200,477

Dividends

(200,477

)

(200,477

)

At 31st December 2025

-

99,000

99,000

11.	RELATED PARTY DISCLOSURES

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.

12.	ULTIMATE PARENT COMPANY

Climatec Group Limited is the ultimate parent company for the year due to its shareholding in the company. Climatec Group Limited prepares consolidated financial statements and these may be obtained from their registered office at Monometer House, Rectory Grove, Leigh on Sea, Essex, SS9 2HL.

13.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party as none of the individual members hold a majority shareholding in the

ultimate parent company.