REGISTERED NUMBER: 13931803 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

FRAMECLAD GROUP LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

M Jamieson

N J Teagle

REGISTERED OFFICE:

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

REGISTERED NUMBER:

13931803 (England and Wales)

AUDITORS:

Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

The directors present their strategic report for the year ended 30 November 2025.

REVIEW OF BUSINESS

The principal activity of the company during the year was that of an investment holding company.

The directors and management team believe that the financial results for the year ended 30 November 2025 are in line with their expectations.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's principal risks and uncertainties relate to the the risks impacting on the trading company in the group, Frameclad Limited.These risks are set out in the strategic report of Frameclad Limited.

SECTION 172(1) STATEMENT

The board of directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the company are appropriately informed by factors referred to in s172(1)(a) to (f).

KEY PERFORMANCE INDICATORS

The directors have taken the decision not to disclose KPIs in these financial statements as they are not considered necessary to understand the performance or position of the company.

ON BEHALF OF THE BOARD:

M Jamieson - Director

28 August 2026

The directors present their report with the financial statements of the company for the year ended 30 November 2025.

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.

M Jamieson

N J Teagle

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.

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:

M Jamieson - Director

28 August 2026

Opinion

We have audited the financial statements of Frameclad Group 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.

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 three, 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:

Based on our understanding of the company and industry we did not identify any risks of non compliance with laws and regulations that would impact on the company's ability to trade or have a material impact on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risk was regarding the value of the investment in subsidiaries. Audit procedures performed included:

-

discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud

-

reviewing correspondence for any issues of non-compliance;

-

review of the going concern position of subsidiary companies

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 or collusion.

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.

Victoria Brassington BA FCA (Senior Statutory Auditor)

for and on behalf of Blackthorns

Chartered Accountants

and Registered Auditors

Admiral House

Waterfront East

Brierley Hill

West Midlands

DY5 1XG

28 August 2026

TURNOVER

-

-

Administrative expenses

(100

)

-

OPERATING PROFIT

100

-

Income from shares in group undertakings

-

963,331

PROFIT BEFORE TAXATION

100

963,331

Tax on profit

4

-

-

PROFIT FOR THE FINANCIAL YEAR

100

963,331

PROFIT FOR THE YEAR

100

963,331

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

100

963,331

FIXED ASSETS

Investments

6

100

200

CURRENT ASSETS

Debtors

7

66,170

66,170

CREDITORS

Amounts falling due within one year

8

34,170

34,370

NET CURRENT ASSETS

32,000

31,800

TOTAL ASSETS LESS CURRENT LIABILITIES

32,100

32,000

CAPITAL AND RESERVES

Called up share capital

9

2,000

2,000

Retained earnings

10

30,100

30,000

SHAREHOLDERS' FUNDS

32,100

32,000

The financial statements were approved by the Board of Directors and authorised for issue on 28 August 2026 and were signed on its behalf by:

M Jamieson - Director

N J Teagle - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 December 2023

2,000

30,000

32,000

Changes in equity

Dividends

-

(963,331

)

(963,331

)

Total comprehensive income

-

963,331

963,331

Balance at 30 November 2024

2,000

30,000

32,000

Changes in equity

Total comprehensive income

-

100

100

Balance at 30 November 2025

2,000

30,100

32,100

1.	STATUTORY INFORMATION

Frameclad Group Limited is a private company, limited by shares, registered in England and Wales, registered number 13931803. Its registered office is Admiral House, Waterfront East, Brierley Hill, DY5 1XG.

The financial statements are presented in Sterling, which is the functional currency of the company.

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.

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.

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.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 November 2025 nor for the year ended 30 November 2024.

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

30.11.25

30.11.24

Directors

2

2

30.11.25

30.11.24

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 November 2025 nor for the year ended 30 November 2024.

5.

DIVIDENDS

30.11.25

30.11.24

£

£

Ordinary shares of £1 each

Interim

-

963,331

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 December 2024

200

Disposals

(100

)

At 30 November 2025

100

NET BOOK VALUE

At 30 November 2025

100

At 30 November 2024

200

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

Frameclad Limited

Registered office: Building 40 Third Avenue, Pensnett Trading Estate, Kingswinford, West Midlands, DY6 7UP

Nature of business: Specialist engineering and manufacturing

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.11.25

30.11.24

£

£

Amounts owed by group undertakings

66,170

66,170

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.11.25

30.11.24

£

£

Amounts owed to group undertakings

34,170

34,370

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.11.25

30.11.24

value:

£

£

1,900

Ordinary

£1

1,900

1,900

50

Ordinary A

£1

50

50

50

Ordinary B

£1

50

50

2,000

2,000

All shares rank pari passu, except that different dividend levels may be voted for each class of shares.

10.

RESERVES

Retained

earnings

£

At 1 December 2024

30,000

Profit for the year

100

At 30 November 2025

30,100

11.	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 Dimar Holdings Limited.