| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| FOR |
| FRAMECLAD LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| FOR |
| FRAMECLAD LIMITED |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 7 |
| Report of the Independent Auditors | 9 |
| Income Statement | 13 |
| Other Comprehensive Income | 14 |
| Balance Sheet | 15 |
| Statement of Changes in Equity | 16 |
| Notes to the Financial Statements | 17 |
| FRAMECLAD LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| and Registered Auditors |
| Admiral House |
| Waterfront East |
| Brierley Hill |
| West Midlands |
| DY5 1XG |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| The directors present their strategic report for the year ended 30 November 2025. |
| JOINT MANAGING DIRECTORS' STATEMENT |
| As Joint Managing Directors, we are proud of how the entire Frameclad team has responded during one of the most challenging trading environments the construction industry has experienced in recent years. |
| Whilst market conditions affected our financial performance during the year, our focus has remained firmly on the long-term future of the business. We have continued to invest in innovation, manufacturing capability, technical excellence and our people because we believe these investments will deliver lasting value as the market recovers. |
| One of the most significant developments during the year has been the continued commercial progress of LEAF (Lightweight Engineered Adjustable Frame), our patent-pending innovation. LEAF has been developed to address many of the practical challenges faced by installers by reducing installation time, lowering labour requirements and minimising material waste. It also enables customers to redeploy their existing labour resources more efficiently, allowing more work to be completed without increasing workforce numbers. |
| Innovation remains central to our strategy. Continued investment is essential if Frameclad is to remain at the forefront of an increasingly competitive and technically demanding marketplace. Whether through expanding our independently fire-tested systems, developing LEAF or investing in new manufacturing capability and tooling, our objective is to provide customers with innovative, compliant and commercially beneficial solutions. |
| The strategic acquisition completed during the previous year reflects this philosophy. By investing in additional manufacturing assets, including machinery, tooling and specialist components, we broadened our product portfolio, increased manufacturing flexibility and strengthened our ability to support future product development and customer requirements. |
| Most importantly, we recognise that none of these achievements would be possible without the commitment, professionalism and dedication of our employees. Every member of the Frameclad team plays an integral role in our success, and we thank them for their continued hard work, resilience and commitment throughout a particularly demanding year. |
| Although the market remains challenging, we remain optimistic about the future. We believe the current slowdown in an area that we operate in is largely the result of delays within the Building Safety Regulator approval process rather than any reduction in the long-term demand for high-quality offsite construction. As this bottleneck begins to ease and projects move through procurement into construction, we expect activity across the sector to increase. |
| Our responsibility is to ensure that Frameclad is ready to capitalise on those opportunities. Through continued investment in our people, engineering expertise, manufacturing capability, innovation and customer relationships, we believe we have positioned the business strongly for the next phase of growth. |
| We remain confident in the long-term future of Frameclad and excited by the opportunities that lie ahead. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| REVIEW OF BUSINESS |
| Despite a challenging trading environment, the Directors remained focused on strengthening the long-term position of the business through strategic investment, product innovation and operational development. |
| Turnover reduced during the year as a consequence of project delays across the construction sector rather than a reduction in the Company's long-term market opportunities. |
| A significant strategic transaction undertaken during the previous year involved the acquisition of manufacturing assets from a competitor exiting the UK market. This acquisition formed part of the Board's long-term strategy to strengthen manufacturing capability, broaden the Company's product offering and support future growth. |
| Following the acquisition, selected machinery, tooling and specialist components were retained to enhance production flexibility and manufacturing capability. The remaining roll-forming machinery, acquired specifically for resale as part of the transaction, was sold in the year to an overseas purchaser. |
| The transaction also established an ongoing commercial relationship through the provision of manufacturing and engineering expertise, creating opportunities for future revenue generation beyond the current financial year. |
| The Directors believe the long-term commercial benefits arising from this strategic investment extend well beyond its immediate financial impact. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The company's activities have exposed it to a number of risks and uncertainties during the year as set out below. The directors' risk management process is driven by: |
| OUR STRATEGY |
| The Board's strategy is centred on delivering sustainable long-term growth through technical innovation, operational excellence and strategic investment. |
| The Company's long-term objectives are to: |
| - | Strengthen its position as one of the UK's leading technical specialists in light gauge steel framing systems. |
| - | Continue investment in engineering expertise, manufacturing capability and digital technologies. |
| - | Develop innovative products that improve construction efficiency, quality and sustainability. |
| - | Expand the Company's portfolio of independently tested and technically compliant systems. |
| - | Grow the commercial adoption of LEAF (Lightweight Engineered Adjustable Frame). |
| - | Increase manufacturing flexibility and operational resilience through targeted investment. |
| - | Develop long-term strategic partnerships with developers, contractors, consultants and supply chain partners. |
| - | Selectively expand into new domestic and international markets. |
| The Directors believe this strategy places the Company in a strong position to benefit from the continued evolution of Offsite Construction and increasing regulatory standards. |
| OPERATING ENVIRONMENT |
| The year commenced with a positive outlook, supported by a healthy order book, a strong pipeline of opportunities and the prospect of expanding into overseas markets. As the year progressed, trading conditions became increasingly challenging as changing market conditions, new construction legislation, political transition and wider global economic factors significantly affected both the level and timing of new business opportunities. |
| A number of projects expected to commence during the financial year were delayed, with several deferred into the following financial period. These delays affected the timing of revenue recognition and resulted in lower manufacturing activity than originally anticipated, despite the Directors remaining confident in the underlying strength of the Company's project pipeline. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| The year was characterised by exceptionally challenging conditions within the UK construction sector, in which the Company principally operates. The implementation of the Building Safety Act and the Building Safety Regulator approval process resulted in significant delays to higher-risk residential developments. These regulatory changes extended pre-construction programmes and reduced the number of projects reaching procurement, leading to a contraction in demand across the light gauge steel framing sector. |
| These conditions were compounded by continued economic uncertainty, elevated interest rates and reduced development viability, all of which contributed to developers delaying investment decisions. The change in Government also created a period of policy transition within the housing and planning sectors. Whilst planning reforms have been introduced to increase housing delivery over the medium term, the benefits had not materially influenced market activity during the reporting period. |
| In addition to reduced market demand, the Company experienced increased operating costs arising from inflationary pressures, higher energy and raw material costs, increases in the National Living Wage and higher employer National Insurance contributions. |
| Despite these challenging conditions, the Directors remained focused on prudent financial management, maintaining strong customer relationships, carefully managing costs and positioning the business to benefit from the anticipated recovery in construction activity as regulatory processes become more established. |
| The Directors believe the Company's experienced workforce, technical expertise, manufacturing capability and established market position provide a strong platform from which to capitalise on future opportunities as development activity recovers. |
| KEY PERFORMANCE INDICATORS |
| The Directors monitor a range of financial and operational performance indicators to measure progress against the Company's long-term strategic objectives. |
| During the year the Company achieved: |
| - | Continued commercial development of LEAF (Lightweight Engineered Adjustable Frame), with patent protection progressing. |
| - | Expansion of independently tested systems from approximately 34 to more than 50. |
| - | Continued investment in engineering capability and digital design. |
| - | Establishment of new long-term commercial relationships through manufacturing and technical support. |
| - | Continued focus on prudent financial management whilst investing for future growth. |
| KEY STRATEGIC ACHIEVEMENTS DURING THE YEAR |
| Despite challenging market conditions, the Company continued to invest in its long-term strategic objectives. |
| Significant achievements included: |
| - | Successful integration of retained production equipment and specialist tooling. |
| - | Continued investment in LEAF and associated intellectual property. |
| - | Expansion of independently tested systems. |
| - | Continued investment in engineering, manufacturing and digital technologies. |
| - | Strengthened customer relationships and technical support capability. |
| - | Development of future commercial opportunities arising from strategic investments. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| INNOVATION AND PRODUCT DEVELOPMENT |
| Innovation remains central to the Company's long-term strategy. |
| During the year continued investment was made in the development and commercialisation of LEAF (Lightweight Engineered Adjustable Frame), for which patent protection is currently being pursued. |
| LEAF has been developed to reduce installation time, minimise material waste and improve on-site productivity, enabling customers to complete projects more efficiently whilst making better use of available labour resources. |
| The Company also continued to invest significantly in independent fire testing and product development, increasing its portfolio of independently tested systems from approximately 34 to more than 50. This substantially enhances the Company's technical capability and strengthens its position within an increasingly regulated construction environment. |
| The Directors believe these investments provide a meaningful competitive advantage and reinforce Frameclad's reputation as a technical leader within the light gauge steel framing industry. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks facing the Company include: |
| - | Construction market activity. |
| - | Legislative and regulatory change. |
| - | Material price volatility. |
| - | Labour availability. |
| - | Supply chain resilience. |
| - | Economic uncertainty. |
| The Directors continually review these risks and seek to mitigate their impact through prudent financial management, investment in manufacturing capability, innovation, customer diversification and operational efficiency. |
| FINANCIAL RISK MANAGEMENT |
| The Company manages its financing requirements through a combination of internally generated funds and external borrowing. |
| Cash flow, liquidity and financing requirements are monitored regularly to ensure sufficient resources remain available to support both operational activities and future strategic investment. |
| STRATEGIC PRIORITIES FOR 2026 |
| The Board's priorities for the forthcoming year are to: |
| - | Continue the commercialisation of LEAF |
| - | Conclude patent protection |
| - | Further expand independently tested systems |
| - | Maximise the benefits of the strategic manufacturing asset acquisition. |
| - | Continue investment in engineering capability and manufacturing technology. |
| - | Expand the Company's product portfolio. |
| - | Develop selected overseas opportunities. |
| - | Strengthen long-term customer partnerships. |
| - | Improve operational efficiency. |
| - | Return the business to sustainable profitability as market conditions improve. |
| BOARD STATEMENT AND FUTURE OUTLOOK |
| The Directors recognise that the financial performance for the year was influenced by regulatory change, reduced construction activity and wider economic uncertainty. Rather than reducing investment, the Board will continue to strengthen the Company's long-term capability through continued investment in innovation, manufacturing, engineering and product development. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| The Directors believe the successful implementation of the Building Safety Act will ultimately benefit businesses capable of delivering technically compliant, independently tested and innovative construction solutions. Frameclad has positioned itself to meet these requirements through sustained investment in product development, manufacturing capability and technical expertise. |
| The Board remains encouraged by the strength of the Company's customer relationships, the quality of its order pipeline, increasing market interest in LEAF and the additional commercial opportunities created during the year. |
| The Directors remain committed to maintaining prudent financial management whilst continuing to invest in innovation, operational excellence and sustainable growth. |
| ON BEHALF OF THE BOARD: |
| 28 August 2026 |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| The directors present their report with the financial statements of the company for the year ended 30 November 2025. |
| PRINCIPAL ACTIVITY |
| Frameclad Limited is a specialist engineering and manufacturing business operating within the offsite manufacturing sector. |
| The principal activity of the Company is the design, engineering and manufacture of offsite light gauge steel framing systems, together with the provision of technical design support, structural engineering solutions and specialist manufacturing services to the residential, commercial, industrial, healthcare schools and all other areas of the construction sector. |
| The Company continues to invest in innovation, product development and manufacturing capability to deliver technically compliant, independently tested and commercially efficient structural framing solutions that support the evolving requirements of the UK construction industry. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 30 November 2025. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| The directors have opted to disclose the principal activity of the business, its results, its likely future developments and its financial risk management objectives and policies within the strategic report as they consider these items to be of sufficient strategic importance to the financial statements. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 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, Blackthorns, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FRAMECLAD LIMITED |
| Opinion |
| We have audited the financial statements of Frameclad Limited (the 'company') for the year ended 30 November 2025 which comprise the Income Statement, 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 30 November 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FRAMECLAD LIMITED |
| 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 seven, 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. |
| 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 risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: |
| We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following, however, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management: |
| - the nature of the industry and sector; |
| - control environment and business performance; |
| - results of our enquiries of management about their own identification and assessment of the risks;and |
| - the matters discussed amongst the audit engagement team involving relevant internal specialists, including tax, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
| As a result of these procedures, we considered the opportunities and incentives that may have existed within the organisation and sought to identify those with the greatest potential for fraud and irregularities. In common with all audits under ISAs (UK), we also performed specific procedures to respond to the risk of management override. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FRAMECLAD LIMITED |
| We considered the legal and regulatory frameworks that affect the company, focusing on provisions of those laws and regulations that would have had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations that we considered in this context included the Companies Act 2006, tax legislation and pension regulations. |
| We also considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. The key laws and regulations that we considered in this context included compliance with health and safety regulations. |
| As this is the first year that the company has been audited, there is also a risk of material misstatement in the opening balances that could impact on the true and fair view of the financial statements. |
| Audit response to risks identified |
| As a result of performing the above, our procedures to respond to risks identified included the following: |
| - | reviewing the disclosures within the financial statements and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
| - | enquiring of management concerning actual and potential litigation and claims; |
| - | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
| - | reviewing minutes of meetings involving those charged with governance, reviewing correspondence and reviewing appropriate regulatory correspondence; |
| - | obtaining an understanding of provisions through discussions with management in order to understand the basis of recognition; |
| - | in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and |
| - | assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| - | all material opening balances have been audited in detail, including sales and purchase cut off, recoverability of debtors and accuracy of creditors balances. Where errors have been found, these have been discussed with the client and, where necessary a prior year adjustment has been included. The existence of stock at the previous year end could not be proven by attendance at the year end stock count, however the 2025 count was attended and has been accurately recorded, and the 2024 original handwritten stock sheets were obtained and traced back to the 2024 stock records to ensure that they were correctly included. |
| 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| FRAMECLAD LIMITED |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| and Registered Auditors |
| Admiral House |
| Waterfront East |
| Brierley Hill |
| West Midlands |
| DY5 1XG |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 30.11.25 | 30.11.24 |
| as restated |
| Notes | £ | £ |
| TURNOVER |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 534,648 | 445,018 |
| Other operating income |
| OPERATING PROFIT | 4 |
| Interest payable and similar expenses | 5 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 30.11.25 | 30.11.24 |
| as restated |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME |
| Income tax relating to other comprehensive income |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
678,096 |
| Note |
| Prior year adjustment | 8 | ( |
) | ( |
) |
| TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
177,200 |
541,496 |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| BALANCE SHEET |
| 30 NOVEMBER 2025 |
| 30.11.25 | 30.11.24 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 9 |
| Tangible assets | 10 |
| CURRENT ASSETS |
| Stocks | 11 |
| Debtors | 12 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 13 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
14 |
( |
) |
( |
) |
| PROVISIONS FOR LIABILITIES | 18 | ( |
) | ( |
) |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Revaluation reserve | 20 |
| Retained earnings | 20 | 73,169 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 December 2023 |
| Prior year adjustment | - | ( |
) | - | ( |
) |
| As restated |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 30 November 2024 | 666,211 |
| Prior year adjustment | - | ( |
) | - | ( |
) |
| As restated |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 30 November 2025 |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 1. | STATUTORY INFORMATION |
| Frameclad Limited is a private company, limited by shares, registered in England and Wales, registered number 07084030. Its registered office is Building 40, Third Avenue, Pensnett Trading Estate, Kingswinford, West Midlands, DY6 7UP. |
| The financial statements are presented in Sterling, which is the functional currency of the company. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Intangible assets |
| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
| Patents and licences have not yet been amortised as the costs are not yet complete. Once they are final and in use, they will be amortised in line with the above policy over their estimated useful life. |
| Tangible fixed assets |
| Short leasehold | - |
| Plant and machinery | - |
| Fixtures and fittings | - |
| Motor vehicles | - |
| Computer equipment | - |
| Stocks |
| Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. |
| If there is any evidence of impairment, the carrying amount of the stock is reduced to its recoverable amount. The impairment loss is recognised immediately in the statement of comprehensive income. |
| Financial instruments |
| Basic financial liabilities, including trade and other debtors, bank loans and other loans 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 receipts discounted at a market rate of interest. |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Hire purchase arrangements |
| Finance charges are recognised in profit or loss on a straight-line basis over the term of the agreement. |
| Related party transactions – group exemption |
| The company is a wholly-owned subsidiary and has taken advantage of the exemption under FRS 102 Section 33 not to disclose transactions and balances with other group companies. Full disclosure is included in the parent’s consolidated financial statements. |
| 3. | EMPLOYEES AND DIRECTORS |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 30.11.25 | 30.11.24 |
| as restated |
| Directors | 2 | 2 |
| Employees | 69 | 64 |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Directors' remuneration |
| Directors' pension contributions to money purchase schemes |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes |
| Information regarding the highest paid director is as follows: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Emoluments etc |
| Pension contributions to money purchase schemes |
| 4. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Hire of plant and machinery |
| Other operating leases |
| Depreciation - owned assets |
| Profit on disposal of fixed assets | ( |
) |
| Auditors' remuneration |
| Credits in respect of R&D expenditure | ( |
) |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Interest on taxes | ( |
) |
| Bank loan interest |
| Hire purchase |
| 6. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Current tax: |
| UK corporation tax |
| CT (over) / under provision | (15,042 | ) | (926 | ) |
| Total current tax |
| Deferred tax | ( |
) |
| Tax on profit |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Capital allowances in excess of depreciation | - | ( |
) |
| Depreciation in excess of capital allowances | - |
| Adjustments to tax charge in respect of previous periods | ( |
) | ( |
) |
| Other tax adjustments | 761 | 124 |
| Deferred tax | (30,000 | ) | 44,543 |
| R&D adjustment | 6,000 | (27,000 | ) |
| Total tax charge | 110,958 | 64,617 |
| Tax effects relating to effects of other comprehensive income |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 6. | TAXATION - continued |
| 30.11.24 |
| Gross | Tax | Net |
| £ | £ | £ |
| Revaluation of plant and machinery | - | 318,554 |
| Revaluation of motor vehicles | - | 15,330 |
| 333,884 | - | 333,884 |
| 7. | DIVIDENDS |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Ordinary shares of £1 each |
| Interim |
| 8. | PRIOR YEAR ADJUSTMENT |
| The prior year adjustment has arisen as a result of revision to and inclusion of various balances and reserves as 30 November 2024 following the audit of opening balances that were not perviously correctly included. A revaluation of certain fixed assets that was carried out in 2024 has also now been included in the figures for that year. |
| The prior year adjustment has resulted in a reduction in profit before tax for 2024 of £49,390 and for earlier years of £136,600. |
| 9. | INTANGIBLE FIXED ASSETS |
| Patents |
| and |
| licences |
| £ |
| COST |
| Additions |
| At 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 10. | TANGIBLE FIXED ASSETS |
| Fixtures |
| Short | Plant and | and |
| leasehold | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 December 2024 |
| Additions |
| Disposals | ( |
) |
| At 30 November 2025 |
| DEPRECIATION |
| At 1 December 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| At 30 November 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 December 2024 |
| Additions |
| Disposals | ( |
) |
| At 30 November 2025 |
| DEPRECIATION |
| At 1 December 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 30 November 2025 |
| NET BOOK VALUE |
| At 30 November 2025 |
| At 30 November 2024 |
| The fair value of the company's machinery and vehicles were revalued in the year to 30 November 2024 by an independent valuer. |
| Had they been measured on a historical cost basis, the carrying amounts would have been £466,736 and £26,002 respectively (2024 - £605,646 and £34,670) |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 11. | STOCKS |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Stocks |
| The current replacement cost of stock is not materially different from the original cost. |
| 12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Trade debtors |
| Amounts owed by group undertakings |
| Other debtors |
| Directors' loan accounts | 4,000 | - |
| Tax |
| Prepayments |
| 13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Bank loans and overdrafts (see note 15) |
| Hire purchase contracts (see note 16) |
| Trade creditors |
| Amounts owed to group undertakings |
| Tax |
| Social security and other taxes |
| VAT | 105,902 | 37,237 |
| Other creditors |
| Accrued expenses |
| 14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Bank loans (see note 15) |
| Hire purchase contracts (see note 16) |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 15. | LOANS |
| An analysis of the maturity of loans is given below: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| Amounts falling due between two and five years: |
| Bank loans - 2-5 years |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans more 5 yr by instal | 50,000 | - |
| 16. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Hire purchase |
| contracts |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Net obligations repayable: |
| Within one year |
| Between one and five years |
| Non-cancellable |
| operating leases |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Within one year |
| Between one and five years |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 17. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Bank loans |
| Hire purchase contracts | 617,849 | 760,003 |
| Other creditors | 1,440,411 | 1,189,458 |
| 18. | PROVISIONS FOR LIABILITIES |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances |
| Deferred |
| tax |
| £ |
| Balance at 1 December 2024 |
| Credit to Income Statement during year | ( |
) |
| Balance at 30 November 2025 |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 30.11.25 | 30.11.24 |
| value: | as restated |
| £ | £ |
| Ordinary | £1 | 100 | 100 |
| 20. | RESERVES |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 December 2024 |
| Prior year adjustment | ( |
) | ( |
) |
| 480,121 |
| Profit for the year |
| At 30 November 2025 | 843,311 |
| FRAMECLAD LIMITED (REGISTERED NUMBER: 07084030) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 30 NOVEMBER 2025 |
| 21. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| The following advances and credits to a director subsisted during the years ended 30 November 2025 and 30 November 2024: |
| 30.11.25 | 30.11.24 |
| as restated |
| £ | £ |
| Balance outstanding at start of year |
| Amounts advanced |
| Amounts repaid |
| Amounts written off | - | - |
| Amounts waived | - | - |
| Balance outstanding at end of year |
| The above loans were unsecured, interest free and repayable on demand. |
| 22. | ULTIMATE CONTROLLING PARTY |
| N Teagle and M Jamieson are considered to be the ultimate controlling parties due to their control of Jammy Eagle Holdings Limited , the ultimate parent company of the group. |
| The largest and smallest group in which the consolidated accounts of this company are available is headed by Jammy Eagle Holdings Limited, a company registered in England and Wales, the parent company of the group. Consolidated financial statements are available from Companies House, Cardiff, CF14 3UZ. |
| The immediate parent company is Frameclad Group Limited. |