REGISTERED NUMBER: 15395974 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31st December 2025

for

CLIMATEC GROUP LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Profit and Loss Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

19

DIRECTORS:

Mr J P Bates

Mr S P Muskett

SECRETARY:

Mr S P Muskett

REGISTERED OFFICE:

11-14 Fletchers Square

Temple Farm Industrial Estate

Southend-On-Sea

Essex

SS2 5RN

REGISTERED NUMBER:

15395974 (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 of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

The financial year ended 31 December 2025 represents the Group's first full twelve-month reporting period. Comparative figures relate to the nine-month period from 1 April 2024 to 31 December 2024 and should therefore be considered in that context when comparing financial performance.

During the year the Group delivered another strong financial performance, generating turnover of £19.86 million, compared with £12.94 million for the previous nine-month period. Whilst the increase reflects the longer reporting period, the directors are pleased with the underlying level of trading and the continued growth achieved across both the PVCu and aluminium divisions.

Operating profit increased to £986k (2024: £628k), reflecting continued improvements in manufacturing efficiency, cost control and operational performance. Profit after taxation increased to £666k, compared with £395k in the previous reporting period.

Despite continued inflationary pressures, higher employment costs and a competitive trading environment, the Group maintained healthy margins through disciplined purchasing, careful pricing and improvements in production efficiency. Investment in manufacturing equipment, operational systems and employee development has continued throughout the year, further strengthening the Group's ability to meet increasing customer demand whilst maintaining the high levels of quality and service upon which its reputation has been built.

The directors remain encouraged by the resilience of the business, the loyalty of its customer base and the dedication of its employees, all of which continue to provide a strong platform for sustainable long-term growth.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group continues to operate within a competitive marketplace influenced by wider economic conditions, interest rates and levels of activity within both the residential and commercial construction sectors.

The recruitment and retention of skilled employees remains one of the principal challenges facing the business. The Group continues to invest in employee training, development and welfare to ensure it maintains the skills necessary to support future growth.

The directors continue to monitor fluctuations in raw material costs, energy prices and legislative changes affecting employment and taxation. Strong supplier relationships, proactive purchasing and regular reviews of pricing strategies continue to mitigate many of these risks.

Cash flow, working capital and capital expenditure are reviewed regularly to ensure the business remains financially strong and well positioned to respond to changing market conditions.

KEY PERFORMANCE INDICATORS

KPI

2025

2024*

Turnover

£19.86m

£12.94m

Operating Profit

£986k

£628k

Profit After Tax

£666k

£395k

*The comparative period covers 1 April 2024 to 31 December 2024 (9 months).

The directors are pleased with the continued improvement in financial performance during the year. Revenue growth, together with improved operational efficiency and disciplined cost management, has resulted in increased profitability whilst maintaining investment in the future development of the business.

FUTURE OUTLOOK

The Group enters 2026 with a healthy order book, a strong balance sheet and confidence in its long-term prospects.

Investment will continue in manufacturing capability, automation, information systems and employee development to improve productivity, product quality and customer service. Opportunities to expand manufacturing capacity and further improve operational efficiency will continue to be evaluated where they support sustainable long-term growth.

Whilst recognising that inflation, labour availability and wider economic conditions remain areas of uncertainty, the directors believe that the Group's financial strength, experienced management team, modern manufacturing facilities and established customer relationships provide an excellent platform for continued profitable growth.

The directors remain committed to maintaining prudent financial management while continuing to invest in the people, facilities and technology required to support the future success of the Group.

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 and the group for the year ended 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group 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 £ 168,000 .

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 group'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 group'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 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Profit and Loss Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

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

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 consideration 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 and 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 an unavoidable risk that material misstatements may not be detected, even though 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

3

19,864,094

12,937,976

Cost of sales

14,471,057

9,468,277

GROSS PROFIT

5,393,037

3,469,699

Distribution costs

925,759

551,025

Administrative expenses

3,480,795

2,290,820

4,406,554

2,841,845

OPERATING PROFIT

5

986,483

627,854

Interest receivable and similar income

9,341

29

995,824

627,883

Interest payable and similar expenses

6

56,171

36,571

PROFIT BEFORE TAXATION

939,653

591,312

Tax on profit

7

273,785

196,042

PROFIT FOR THE FINANCIAL YEAR

665,868

395,270

Profit attributable to:

Owners of the parent

665,868

395,270

PROFIT FOR THE YEAR

665,868

395,270

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

665,868

395,270

Total comprehensive income attributable to:

Owners of the parent

665,868

395,270

FIXED ASSETS

Intangible assets

10

873,022

982,149

Tangible assets

11

839,714

883,549

Investments

12

-

-

1,712,736

1,865,698

CURRENT ASSETS

Stocks

13

1,670,554

1,695,398

Debtors

14

2,957,900

2,557,143

Cash at bank and in hand

352,927

594,441

4,981,381

4,846,982

CREDITORS

Amounts falling due within one year

15

2,822,757

3,014,432

NET CURRENT ASSETS

2,158,624

1,832,550

TOTAL ASSETS LESS CURRENT LIABILITIES

3,871,360

3,698,248

CREDITORS

Amounts falling due after more than one year

16

(124,111

)

(443,035

)

PROVISIONS FOR LIABILITIES

20

(191,371

)

(197,203

)

NET ASSETS

3,555,878

3,058,010

CAPITAL AND RESERVES

Called up share capital

21

2,742,740

2,742,740

Retained earnings

22

813,138

315,270

SHAREHOLDERS' FUNDS

3,555,878

3,058,010

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

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

3,958,296

3,958,296

3,958,296

3,958,296

CREDITORS

Amounts falling due within one year

15

1,155,266

925,775

NET CURRENT LIABILITIES

(1,155,266

)

(925,775

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,803,030

3,032,521

CREDITORS

Amounts falling due after more than one year

16

60,290

289,781

NET ASSETS

2,742,740

2,742,740

CAPITAL AND RESERVES

Called up share capital

21

2,742,740

2,742,740

SHAREHOLDERS' FUNDS

2,742,740

2,742,740

Company's profit for the financial year

168,000

80,000

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

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

2,742,740

-

2,742,740

Dividends

-

(80,000

)

(80,000

)

Total comprehensive income

-

395,270

395,270

Balance at 31st December 2024

2,742,740

315,270

3,058,010

Changes in equity

Dividends

-

(168,000

)

(168,000

)

Total comprehensive income

-

665,868

665,868

Balance at 31st December 2025

2,742,740

813,138

3,555,878

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

2,742,740

-

2,742,740

Dividends

-

(80,000

)

(80,000

)

Total comprehensive income

-

80,000

80,000

Balance at 31st December 2024

2,742,740

-

2,742,740

Changes in equity

Dividends

-

(168,000

)

(168,000

)

Total comprehensive income

-

168,000

168,000

Balance at 31st December 2025

2,742,740

-

2,742,740

Cash flows from operating activities

Cash generated from operations

1

675,540

1,037,681

Interest paid

(34,150

)

(29,165

)

Interest element of hire purchase payments paid

(22,021

)

(7,406

)

Tax paid

(271,462

)

(428,385

)

Net cash from operating activities

347,907

572,725

Cash flows from investing activities

Purchase of tangible fixed assets

(42,807

)

(63,280

)

Sale of tangible fixed assets

3,496

4,745

Net cash received on acquisition

-

410,115

Deferred cash paid on investment

(211,904

)

(131,730

)

Interest received

9,341

29

Net cash from investing activities

(241,874

)

219,879

Cash flows from financing activities

Loan repayments in year

(46,297

)

(37,037

)

Capital repayments in year

(147,218

)

(81,126

)

Equity dividends paid

(168,000

)

(80,000

)

Net cash from financing activities

(361,515

)

(198,163

)

(Decrease)/increase in cash and cash equivalents

(255,482

)

594,441

Cash and cash equivalents at beginning of year

2

594,441

-

Cash and cash equivalents at end of year

2

338,959

594,441

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

Period

8.1.24

Year ended

to

31.12.25

31.12.24

£

£

Profit before taxation

939,653

591,312

Depreciation charges

250,534

203,715

Profit on disposal of fixed assets

(3,496

)

(4,745

)

Finance costs

56,171

36,571

Finance income

(9,341

)

(29

)

1,233,521

826,824

Decrease/(increase) in stocks

24,844

(15,156

)

(Increase)/decrease in trade and other debtors

(400,757

)

422,861

Decrease in trade and other creditors

(182,068

)

(196,848

)

Cash generated from operations

675,540

1,037,681

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

352,927

594,441

Bank overdrafts

(13,968

)

-

338,959

594,441

Period ended 31st December 2024

31.12.24

8.1.24

£

£

Cash and cash equivalents

594,441

-

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

Other

non-cash

At 1.1.25

Cash flow

changes

At 31.12.25

£

£

£

£

Net cash

Cash at bank

and in hand

594,441

(241,514

)

352,927

Bank overdrafts

-

(13,968

)

(13,968

)

594,441

(255,482

)

338,959

Debt

Finance leases

(283,739

)

147,218

(54,764

)

(191,285

)

Debts falling due

within 1 year

(46,296

)

46,296

-

-

(330,035

)

193,514

(54,764

)

(191,285

)

Total

264,406

(61,968

)

(54,764

)

147,674

1.	STATUTORY INFORMATION

Climatec Group 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 General 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.

Turnover

The turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before the revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

-

the Company has transferred the significant risks and rewards of ownership to the buyer;

-

the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

-

the amount of revenue can be measured reliably;

-

it is probable that the Company will receive the consideration due under the transaction; and

-

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

-

the amount of revenue can be measured reliably;

-

it is probable that the Company will receive the consideration due under the contract;

-

the stage of completion of the contract at the end of the reporting period can be measured reliably; and

-

the costs incurred and the costs to complete the contract can be measured reliably.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2024, is being amortised evenly over its estimated useful life of ten years.