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

The company specialises in the installation of bespoke, high-quality windows, doors, and single-storey extensions across the Home Counties, with a continued emphasis on exceptional customer service and premium products.

As a business operating within the home improvement sector, trading performance during 2025 continued to be heavily influenced by wider UK consumer confidence and household spending sentiment. Ongoing economic uncertainty, together with continued inflationary pressures on household finances and higher borrowing costs, resulted in customers taking significantly longer to make decisions regarding larger home improvement projects.

This cautious consumer approach impacted lead conversion rates and extended sales cycles throughout the year, creating a more challenging trading environment across the wider home improvement sector. Increased competition for available demand, combined with reduced consumer confidence, also contributed to softer sales performance and lower installation volumes in comparison to previous years.

In addition to the challenges surrounding consumer demand, the business continued to experience increased operational cost pressures during the year, including rises in employer National Insurance contributions, ongoing wage inflation, and continued increases in utility and supplier costs. Despite these challenges, the company continued to focus on delivering high levels of customer service, maintaining product quality, and carefully managing operational efficiencies in order to protect margins.

Business objectives & strategy

Throughout 2025, the company’s primary strategic focus has been centred around strengthening the front-end sales process, with particular emphasis on improving the quality of lead generation and attracting customers whose purchasing decisions are driven by product quality, service, and overall value, rather than purely price comparison.

With changes made to the sales team during the early part of the year, the company took the opportunity to conduct a wider review of the sales process, from initial enquiry handling through to quotation, follow-up, and conversion management. This review has been aimed at improving consistency across the sales operation, increasing conversion rates, and enhancing the overall customer journey.

Alongside improvements within the sales function, the business has continued to focus heavily on cost control and operational efficiencies in response to ongoing inflationary pressures and rising operating costs. Investment in systems and internal processes remains a key priority, helping to streamline administration, improve communication, and reduce inefficiencies across the business.

The company has also begun reviewing how emerging AI technologies and automation tools may support future business operations, particularly in areas such as customer communication, marketing, reporting, administration, and process management. These technologies are being explored with the objective of improving efficiency, supporting future growth, and reducing reliance on additional administrative resource where appropriate.

The business continues to maintain its commitment to delivering a premium customer experience through high-quality products, strong supplier partnerships, and continued investment in both showroom presentation and service standards.

The home improvement sector continued to face a number of economic and operational challenges throughout 2025, many of which have continued to place pressure on both consumer demand and overall business profitability.

Ongoing inflationary pressures, increases in employer National Insurance contributions, wage inflation, and continued rises in utility and supplier costs have all contributed to increased operating expenses across the sector. These rising costs continue to place pressure on margins for both manufacturers and installers within the home improvement market.

Consumer confidence also remained fragile throughout the year due to continued economic uncertainty, higher borrowing costs, and wider concerns regarding household disposable income. As a result, customers have become increasingly cautious when committing to larger discretionary home improvement projects, with longer decision-making periods and delays in proceeding with purchases becoming more common across the sector.

While supply chain conditions have generally improved compared to previous years, volatility within global issues continue to create uncertainty around future pricing and supplier costs.

The Company continues to closely monitor these risks and remains focused on maintaining operational efficiencies, controlling costs and adapting sales and marketing strategies in response to changing market conditions.

The Company continues to closely monitor UK consumer confidence, which remains closely linked to lead generation volumes and wider activity within the home improvement sector. External economic pressures, ongoing geopolitical uncertainty, inflationary concerns, and changes affecting household disposable income can all influence customer sentiment and decision-making timescales.

Sales dashboards and operational reporting continue to be refined and developed to improve visibility across the business, track lead progression, monitor conversion performance, and enhance overall service levels. The business also continues to improve system integration and internal communication processes.

An extensive review of operational procedures during the year has enabled the business to achieve greater consistency in operational and financial performance on a month-by-month basis. Continued refinement of departmental run rates and reporting structures has also strengthened the accuracy and effectiveness of management reporting, with the Company’s profit and loss account now serving as an increasingly important key performance indicator, as financial reporting lines align more closely to operational run rates and business activity.

Performance monitoring remains a key focus throughout the business, with monthly finance packs and operational reporting shared with management teams to identify areas requiring attention, monitor trends, and measure improvements resulting from strategic and operational initiatives.

On behalf of the board

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

The principal activity of the company continued to be that of the supply and installation of windows, doors and conservatories to the domestic market.

The loss for the year, before taxation amounted to £1,182,839 (2024: £571,735).

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

Financial instruments

The company does not actively use financial instruments as part of its financial risk management. It is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.

The company's policy is to finance working capital through retained earnings.

The directors do not consider any other risks attaching to the use of financial instruments to be material to an assessment of the company's financial position or profit.

The directors have included a business review within the strategic report. Also included in the strategic report are details of the future developments of the company, the principal risks and uncertainties and a review of the key performance indicators as assessed by the directors.

This report was approved by the board and signed on its behalf.

The Company is part of the group headed by One Group Construction Limited. Detailed forecasts of the Company and Group for a period of at least 12 months from the approval of these financial statements have been considered. Taking into account the current economic climate and reasonably possible downsides, the directors have a reasonable expectation that the Company and the Group has sufficient resources to meet their obligations as they fall due and continue in operational existence for the foreseeable future.

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of SEHBAC Limited for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

This report is made solely to the board of directors of SEHBAC Limited, as a body, in accordance with the terms of the engagement letter dated 6 February 2024. Our work has been undertaken solely to prepare for your approval the financial statements of SEHBAC Limited and state those matters that we have agreed to state to the board of directors of SEHBAC Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than SEHBAC Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that SEHBAC Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of SEHBAC Limited. You consider that SEHBAC Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of SEHBAC Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The income statement has been prepared on the basis that all operations are continuing operations.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

SEHBAC Limited is a private company limited by shares incorporated in England and Wales. The registered office is 30 White House Road, Ipswich, IP1 5LT.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

The financial statements of the company are consolidated in the financial statements of One Group Construction Limited as at 31 December 2025 and these consolidated financial statements are available from its registered office, 30 White House Road, Ipswich, Suffolk, IP1 5LT.

The Company is part of the group headed by One Group Construction Limited, who have pledged their ongoing financial support to the Company. Detailed forecasts of the Company and Group for a period of at least 12 months from the approval of these financial statements have been considered. Taking into account the current economic climate and reasonably possible downsides, the directors have a reasonable expectation that the Company and the Group has sufficient resources to meet their obligations as they fall due and continue in operational existence for the foreseeable future.true

Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.

Turnover in relation to windows and doors is recognised, and invoices are raised, when installation has been completed as the risks and rewards of ownership transfer as this stage.

Turnover in relation to home improvements, including conservatories, is recognised on completion of the base as it is probable that this will give rise to future economic benefit.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Goodwill represents the excess of the cost of a business combination over the fair value of the group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in 'intangible assets'. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is carried at cost less accumulated amortisation and accumulated impairment losses. Goodwill amortisation is calculated by applying the straight-line method to its estimated useful life. If a reliable estimate cannot be made, the useful life of goodwill is presumed to be 10 years. Goodwill is being amortised to 'administrative expenses' over periods ranging from 3 to 10 years.

Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Amounts included in work in progress represent costs incurred on contracts in their initial stages at the year end for which no revenue has been recognised.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Contributions to the group's defined contribution pension scheme are charged to the statement of comprehensive income in the year in which they become payable.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Leased assets: Lessee

Where assets are financed by leasing agreements that give rights approximating to ownership {finance leases). the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to the statement of comprehensive income over the shorter of estimated useful economic life and the term of the lease.

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to profit or loss over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amounts payable to the lessor.

All other leases are treated as operating leases. Their annual rentals are charged to the statement of comprehensive income on a straight-line basis over the term of the lease.

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Finance costs

Finance costs are charged to the statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

Determine whether there are indicators of impairment of the company's tangible and intangible assets, including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

All turnover is attributable to the principal activity of the company and arose within the United Kingdom.

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

Their aggregate remuneration comprised:

During the year retirement benefits were accruing to 2 directors (2024: 2) in respect of defined contribution pension schemes.

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The impairment loss recognised in the company profit or loss for the period in respect of bad and doubtful trade debtors was £4,576 (2024: £14,358).

The bank overdraft is secured by an unlimited intercompany composite guarantee between SEHBAC Limited and other subsidiaries within the group. Debt is further secured by legal charges which are in place over property owned by the group.

The following are the major deferred tax liabilities and assets recognised by the company:

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The ordinary shares entitle each shareholder to voting rights.

The company's reserves are as follows:

Called up share capital

Called up share capital reserve represents the nominal value of the shares issued.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

The company is a member of the group's defined contribution scheme, the assets of which are held separately from those of the company in an independently administered fund.

The pension cost charge represents contributions payable by the company to the scheme and amounted to £93,827 (2024: £116,562).

There were pension contributions outstanding of £10,295 (2024: £8,146) at 31 December 2025.

There is a contingent liability in respect of guarantees given by the company in common with fellow subsidiaries, to its bankers for loan and overdraft facilities granted to the ultimate parent company, One Group Construction Limited, and its subsidiaries. Debt is further secured by legal charges over property owned by the group. At the year-end other companies in the group had gross overdrafts amounting to £5,848,876 (2024: £7,841,308).

The group has a right of set off between overdrafts and current account balances. At the year-end gross overdraft balances were fully offset, with a net current account balance across the group totalling £37,359,669 (2024: £33,294,418). 

At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

During the year management charges of £89,769 (2024: £88,531) were paid to SEH (Property and Administration) Limited, a fellow group subsidiary.

During the year rent of £60,000 (2024: £60,000) was paid to SEH (Property and Administration) Limited, a fellow group subsidiary.

During the year rent of £10,860 (2024: £13,032) was received from Jackson Civil Engineering Group Limited, a fellow subsidiary.

The company is controlled by Warmlife Holdings Limited. The ultimate controlling party is One Group Construction Limited. The only group for which the results of the company are consolidated is that headed by One Group Construction Limited, the company's ultimate parent undertaking, which is registered in England and Wales. Copies of the consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ. The registered office of One Group Construction Limited is 30 White House Road, Ipswich, Suffolk, IP1 5LT.